Quirk of Fate, Part 5: The Master Planner Returns
by The Master Planner
Summary: Mary Jane Watson, the Amazing Spider-Woman, wakes up one day with no memory of her identity...and convinced she's a criminal in the employ of Carolyn Trainer, the deadly new Doctor Octopus! How did this happen, and will Spidey figure it out in time?
1. Curriculum Vitae

Since the Unauthorized Autobiography of Otto Octavius, my deviantart-exclusive, mature content rated fanfic, is almost finished, your Philosopher Queen of the Ottoscene feels sorely incomplete without a new fanfic to write. Thus...a new installment of my always-popular Quirk of Fate series! Happy reading (and reviewing)!

Quirk of Fate, Part 5: The Master Planner Returns

Mary Jane Watson, the Amazing Spider-Woman, wakes up one day with no memory of her identity...and convinced she's a criminal in the employ of Carolyn Trainer, the deadly new Doctor Octopus! How did this happen, and will Spidey figure it out in time to stop her enemy's evil plans? Also featuring a bonus short story!

The Standard Disclaimer: All characters involved belong to Marvel, unless I note otherwise. Any quotes I may use belong strictly to their authors. And if I really made money off of this, don't you think I'd have a canopy over my bed instead of a canopy _under_ it? Come on, it's a _joke_. Just read it out loud.

Dramatis Personae: Mary Jane Watson, Ned Leeds, Anna Watson, Flash Thompson, Elizabeth Allan, Randy Robertson, Benjamin Reilly, Dr. Carolyn Trainer, Dr. Curtis Connors, J. Jonah Jameson, Betty Brant, Bennett Brant, Prof. Quentin Beck

Previously: Mary Jane Watson, the Amazing Spider-Woman, quits the Fantastic Four over a dispute and plans to resume a normal life as a college student and lone superhero. But everything changes when her beloved Aunt Anna is suddenly stricken with cancer. Given a mere two months to live, Anna's only hope is the experimental ISO-36. However, a shipment of the medicine was hijacked from Cal Polytech by a woman claiming to be Spider-Woman. With her reputation and the life of her aunt at stake, Spidey learns that the false Spider-Women were clones under the employ of the mysterious Master Planner. In the underwater lair of the enigmatic villain, Spidey learns that the Master Planner is actually Dr. Carolyn Trainer, a computer scientist who once worked for old archenemy Otto Octavius. Possessed of unrequited love for her late employer, she had cloned him, and stole the ISO-36 to save the clone's life so Doctor Octopus could live again. But even after a nerve-racking battle with the new "Lady Octopus", Spidey had to fight her inner demons to save her life and that of her aunt...And now begin!

Chapter 1: Prologue: _Curriculum Vitae _(The Course of Life)

"_Thought I ran into you down on the street_

_Then it turned out to only be a dream_

_I made a point to burn all of the photographs_

_She went away and then I took a different path_

_I remember the face but I can't recall the name_

_Now I wonder how whatsername has been."_

Green Day, "Whatsername"

_early afternoon, outside stark industries headquarters_

_She_ stumbles up to her feet, cradling her head. Quite disoriented, _her_ vision was blurry and her knees felt weak. _She_ looks up, and she feels a day after a college party marked with heavy binge-drinking.

Curled up on the ground, _she_ finally raises her head to see a tall, slender woman with a shock of curly hair dyed purple. Dimly, the gleam of the four metal tentacle-like arms attached to her torso registers in her mind.

"Who am I?" _she_ asks. "Why am I sitting here?" _She_ looks at her hands, gloved with bright red fabric puncuated by a shining black webbing pattern. She looks at her feet, covered in boots with the same design. "And _why_ am I wearing this ridiculous costume?"

The purple-haired woman (whoever _she_ was) is not amused. One of the tentacle-like things (whatever _they _were) raises up, a three-pincered claw threateningly snapping in her face. "If you're trying to be clever—or catch me off-guard—it won't work! I'm far too intelligent for a trick such as that!"

"No!" _she_ insists. "I'm _not_ acting!"

Another woman, red hair cut to a short bob, races forward, leaping out of a van parked a few feet away. _She_ cannot trust her vision, but the girl also seems to have a weird costume on, solid red and gold. This girl must be working for the purple-haired lady, _she_ thinks, conidering the deference she shows her.. "What is it, boss?" the girl asks, unusual anxiety filling her voice. "What the hell happened?"

Finally, _her_ vision clears enough to view the purple-haired lady clearly. With a shaking hand, _she_ points to her, imploring. "You—with the purple hair and the freaky mechanical arms!" She pants for breath. "You seem to know me somehow!" Tears leak out from under _her_ mask. "Tell me—you _must_ tell me, _please_! Who am I—and _why_ can't I remember anything?"

_She_ stands up, lurching in an unsteady walk, toward the purple-haired woman. The girl with short red hair moves protectively towards her boss. "_Careful_, boss, she's getting too close!"

The purple-haired, mechanical-armed woman merely shoves the girl out of the way. "Shut _up_, you fool! She's _not_ faking it!" Thinking quickly, the purple-haired woman reaches the obvious conclusion. "My dear Jessie, it seems that our costumed friend has herself a severe case of amnesia! We must explain to her what just happened, and who she is..."

"There's no need to worry, my friend," the purple-haired lady reassures _her_. "You were only the unfortunate victim of a small accident when the equipment we were stealing had a small interphase misalignment."

"Stealing it?" _she_ asks. "Why were we _stealing_ it?"

The purple-haired lady pulls her close, embracing her with a human arm. "The reason why you're in that costume is: you're one of the superhuman criminals in the service of the woman called the Master Planner—

"but personally, I prefer to honor the _nom de guerre_ of my late mentor and paramour: _Doctor Octopus_!"

The purple-haired woman makes sense: after all, the other girl serving her also had that spider theme going with her costume. And shrugging, she responds: "Well, I can't remember any of it, but I must believe you; I've no other choice!"

_early morning, headquarters of the master planner, two weeks earlier_

The slow leak had now become a flood, as the ceiling prepared to cave in from the pressure of the ocean. The water level in headquarters was already over eight feet high.

You will recall, dear reader, how Mary Jane Watson, the Amazing Spider-Woman, escaped the drowning wreck of the Master Planner's secret headquarters. But what of the other players in the Master Planner's drama?

In movies, where a happy ending is _de rigueur_, the villain always dies at the conclusion of the final battle with the hero. And while Mary Jane might be much relieved to never have to deal with cephalopod scientists again, as an actress she should have known that after all, real-life isn't the movies.

Carolyn Trainer arose from her faint when the trickles of water reached her head. The tentacles saved her, Otto saved her, by raising her to an air pocket when the headquarters was almost flooded completely, allowing her precious time to grapple for an oxygen tank from the scuba shop. The tanks were part of emergency equipment for her and her cloned servants; she, being the Master Planner after all, was nothing if not prepared for any contingency. Fitting the mouthpiece to her face, the tentacles swam her to safety, approximately twenty minutes after her enemy had succeeded in her own escape.

She later returned, when the police were gone, looking for her Otto, and not succeeding.

_early morning, headquarters of the master planner_

Benjamin Reilly, after fifteen minutes of treading water, started to go under. He was only an ordinary human, after all, an unassuming spy not endowed with the superhuman strength and endurance of his cohorts, the false Spider-Women.

But the Spider-Woman called Mattie took pity on him, and swam toward him.

"Leave him!" the Spider-Woman called Charlotte commanded. "He'll only slow you down!"

"I can't!" Mattie cried. "I can't just _leave _him!"

"Suit yourself," Charlotte said, and swam away after Julia and Jessie.

Mattie grabbed Ben under the arms, and tread water for the both of them.

"Why?" he asked. "Why did you save me?"

"Because of my dreams, Ben. You remind me of the man in my dream."

"Funny thing," he said. "You remind me of the girl in my dream."

"What was the dream about?"

"We were in a bank, and your hair was longer, and you wore a different costume," he started.

She knew this dream. "And the Master Planner was in the bank, only it wasn't Carolyn, it was some dude."

Ben nodded. "The guy in Carolyn's tank."

"He grabbed you and killed you with the tentacles, and I couldn't stop him."

She rips away the face mask of her emergency oxygen tank, and presses it on him. "Take it, Ben."

"I can't—"

"Take it, so I can make up for what happened in my dream..."

"Mattie, we'll escape, we'll get out of here—"

"No, _you_ will," she said. "Then the dream will have a happy ending."

She presses her lips against his, and for one shining moment they are transported to their dream of another, parallel life.

It was true, as a Spider-Woman, Mattie could hold her breath far longer than any ordinary human. But even she couldn't hold her breath forever...

_morning, watson residence_

"Hi, Aunt Anna!" Mary Jane Watson cried, excited to finally have the chance to visit her aunt after her long recovery from her near-fatal battle with cancer. "How are you doing without me?"

Anna was accompanied by her best friend and neighbor, May Parker. Mary Jane was accompanied by her new boyfriend, Ned. "Well, it does get lonely being in that big house by myself. So," she said, "May had the greatest idea. We'll move into my house together, because it's bigger, and rent the third bedroom out for some extra money. I know you're having a hard time paying for college."

"Come on, Anna, I have a job now." _A paying job, for once. Because if superheroism were a paid job, I'd make sure to get overtime for tackling mad scientists with too many arms. _

"Does it pay well?"

"I just go around taking pictures for the Daily Bugle. No big." Mary Jane shrugged. "I always thought I was going to become a model or actress, but...

"...for now MJ's behind the camera, not in front of it," Ned finished.

"Well, good luck with getting a renter!" Mary Jane said. "And for God's sakes check them out first."

"We didn't fall off the turnip truck yesterday," Anna reminded her. "We'll insist on only the finest references!"

"Ad in the paper?"

"Yes, but May here has been showing me all about how to use the internet. We're going to put a listing on craigslist as well."

_early afternoon, queens area_

Dr. Carolyn Trainer needed a place to go. Her underwater lair was flooded, one of her cloned servants was missing and the other drowned. But those clones were merely clones, after all, merely tools to further her plans. What Carolyn _did _resent was the fact that all her hard work was for naught. Not only her grand plans for world domination, but her plans to resurrect her beloved Otto Octavius, whom she had loved since she was his assistant at OsCorp.

She could have succeeded. She _would_ have succeeded in correcting the clone's genetic flaws, if it hadn't been for that medding Spider-Woman's interference, causing her not only the loss of the lair, the slave, and the spy, but also the loss of her Otto—speaking of version 2.0, of course.

But being a naturally optmistic person, Carolyn tries to see the good in her situation. For one thing, no one knew that she was the true Master Planner, the mastermind who had been behind several thefts and many extortions and shakedowns, the mastermind who had been attempting, with her cloned super-servants, to take over the criminal underworld. The clone of Otto had washed up on shore near Pier 56, and Otto Octavius, that fusion of hardware and humanity called Doctor Octopus, was quickly pronounced the Master Planner in the papers.

Carolyn did not mind that Otto had taken the blame—or the credit—for the deeds of the Master Planner. After all, she had more than enough of his DNA to attempt, again, to bring her sweetheart back to life. That task could only be easier if no one suspected her true role in the Master Planner's failed operation.

So Carolyn Trainer goes about finding a nice, quiet place to live. This is facilitated by her own strange abilities, granted through the use of nanotechnology to improve her already formidable brain—to sense the internet, to "see" every bit of wireless data floating through space from satellites to every Starbucks wi-fi hotspot and back again. To her, the World Wide Web is an actual spider's web, with her at the center, sensing every trembling thread. She can control computers and track any email sent by any person—but to her eternal chagrin, she also senses every chain letter, every advertisement for fake Viagra, every scam involving Nigerians soliciting money, and every can of virtual spam. For this reason, she prefers to use this ability to the fullest as minimally as possible. She does not care for this power to go on overdrive, causing her to sense every pop-up window for every—ugh—pornography website.

Leaving this digression, we see that Carolyn has only to think her way to craigslist and every other local online classified page to find a good housing prospect.

_Room for rent, comfortably furnished, light and pleasant with 1/2 bathroom. Property features in-ground pool and garden. Suitable for retired lady or gentleman. 800 a month, call after 5 pm weekdays._

Carolyn nods at the craigslist ad she sees.

_picture_

Carolyn follows the link, follows the gossamer thread to the picture. Quiet house in the Forest Hills area. Landlord probably some gullible old lady who wouldn't suspect a thing, and even less inclined to ask.

_afternoon, outside daily bugle headquarters_

Mary Jane Watson, the Amazing Spider-Woman, sat comfortably in a swing made of spider's web, hanging from a lamppost next to the workplace of her boyfriend Ned. She disgustedly reads the headline: _Publisher Calls For Investigation of Spider-Woman: Vigilante linked to death of astronaut._

_Just fucking awesome, _she thinks. _Now I'm being blamed for the death of John Jameson—as well as the deaths of Harry Osborn and Peter Parker. It's things like this that make a girl want to cancel her subscription—_

Her reverie is interrupted by the opening of the window and the screaming of the aforementioned publisher, J. Jonah Jameson. "Spider-Woman! Get outta there, you wall-crawling _hussy_, before I have you hauled off for trespassing! All my employees are so busy gawking at your barely covered _body_ that they're not getting any _work_ done!"

Enraged that his tirade earned no response whatsoever and not a man to learn from any evidence to the contrary of his firm beliefs, he only shouts louder. "Don't just _dangle_ there, you web-slinging slut! Say something!"

Sighing, Spider-Woman decides to oblige, being such a nice girl and all. She swings forward, pitching the paper through the window. "Don't mind me, I was just reading this glorified asswipe to get my laugh for the day! Seriously, you guys are better than _Last Comic Standing_!"

"How _dare_ you, you murdering—"

"You still think I murdered your son?" Spidey asked. "Christ! I know you're torn up about it and all, but sometimes murders go unsolved! I'm not going to take the blame so _you_ can have closure!"

She merely swung away, muttering to herself, heading towards Empire State so she wouldn't be late for—ugh—Biology. _One of these days, that asshole is going to push me too far and I'll—_

_Forget it, Watson! You'll grin and bear it, and take the blame too, just like always! I mean, I can understand the poor guy. He lost his son, doesn't know who did it, and he wants so badly to find a vent for his suffering and heartache! That's gotta be the reason why he hates me; after all, he couldn't _really_ be as bad as he seems!_

Spider-Woman swoops down over the lawn, cheered by her roommate Liz Allen, whose life she once saved from the Green Goblin, and her boyfriend Flash Thompson, who had always carried a king-sized torch for his heroine, much to Liz's dismay. Not being possessed of the ability to swing on spiderweb, they were walking to class along with Flash's roommate, Randy Robertson and his girlfriend Glory Grant, and _her_ roommate, Helen, who hailed from Mother Russia.

"Is it true you're Spider-Woman's number one fan?" Randy was curious; his father was the city editor of the _Daily Bugle_ and as you have seen, gentle reader, there was no love lost between Spidey and the _Bugle_.

"Course I am. You know, I'm the president and founder of Webheads, the premier Spider-Woman fan club—"

"Oh no," Liz started. She knew what was coming.

"—and for only the nominal fee of twenty dollars, you too can get an official Webheads teeshirt, an official Webheads membership card—"

Randy held up his hand. "Look, I'll admit she's one extremely attractive—"

"Hey!" yelped Glory.

Unfazed, Randy continued his questioning. "But how can you be sure that she's not someone very ordinary beneath that mask of hers?" Meanwhile, Liz fumbled with her ringing blackberry.

"Ha!" Flash laughed. "Not a chance!"

Liz held up the blackberry. "Anyone seen Mary Jane Watson around? I'm getting sick of being her social secretary! Anytime anyone wants to get a hold of her, she's never around and they text _me_ instead!"

The answer can be found on the rooftop, where Spidey crawls into the skylight of the gym, a seemingly perfect place to change since it's usually empty this time of day, then off to—ugh—Biology, and hope that Dr. Connors doesn't have to chew her out for being late again.

_evening, watson residence_

"Good evening," Dr. Carolyn Trainer gracefully shook hands with Anna Watson, her prospective landlady, and set down her suitcases. "I'm calling to inquire about renting a room in this lovely house. If you would accept me as a tenant, I have the cash for rent and deposit on hand. I'm quiet, work from home, and don't smoke. I'm sure I'll fit your requirements."

"_Cash_?" Anna was no spring chicken after all, and was properly suspicious.

"My house was destroyed in an accident," Carolyn explained, truthfully enough. "I scraped together all my savings, since I need a place to stay immediately."

"Oh, well, in that case, _do_ come in," Anna said. "You _must _be perfectly trustworthy, being a doctor and all. The room is yours if you want it."

"I'm deeply touched by your kindness, ma'am," Carolyn says. "It's nice to know that a girl can still depend on the kindness of strangers, even in New York City."

_Suburban house, white picket fence_, Carolyn thought. _Even if anyone knew I was the Master Planner, they'd never think to find me here. _

"Now, Miss May Parker, with whom I live, is away shopping, but I just _know_ she'll welcome you as much as I do," Anna said. "And you _must_ meet my lovely niece, Mary Jane, she'll just _adore_ you."

_night, empire state university, brian m. bendis memorial wing_

_How in hell did I get roped into doing this job? _Mary Jane sighed as she clipped the stark hallways of the Empire State University building devoted to the science classrooms and laboratories. She was carrying a cardboard box filled with test tubes, beakers, bunsen burners, and all kinds of odd metal equipment, and accompanied by friends Flash Thompson and Randy Robertson.

She looked up to see the familiar sign on the door: _Offices of Dr. Curtis Connors._

Randy and Flash both sighed with apparent relief. "Well, Dr. Moreau's not here," Randy announced. "We'll just go in, set the box on the desk, and get out."

"Dr. _Moreau_?" MJ asked.

"You know," Randy said, "like the story by H.G. Wells..."

"I _know_ about the story, but why do they call him that?"

"Well, the guy's a genius," Randy explained, "but he seems to have an unhealthy interest in—"

"Cut the crap, Robertson, all he _has_ are unhealthy interests," Flash cut him off. "And if you want to know the man's character, MJ, all you have to see is _this_." Flash shined his flashlight on a picture hanging on the wall. The picture depicts two men, one tall and blonde, one short and chunky with wild chestnut curls falling over thick glasses. The tall blonde has his arm thrown around the short brunet in a display of drunken brotherly devotion. Both hold beers and sport wide grins.

Flash indicates the short man with the flashlight beam. "Recognize _him_, MJ?"

Mary Jane's mouth tightened in repressed anger. "Yes." _Even without the four metal tentacles, trenchcoat and sunglasses, I'll remember that face as long as I'll live. _

"My dad always told me you're judged by the company you keep," Flash solemnly nodded. "Well, _there's _the company Dr. Moreau keeps—kept."

A voice, stern and low, spoke from the shadows. "_Excuse me?_"

Flash jumped a little in his sneakers. "Yeah, just put the box down on the desk and—"

"Yes, I've heard you imprudent whelps call me that," Dr. Connors said, stepping out of the shadows. "Don't worry, I understand why: you fear what you don't understand."

The lights turned on, and Dr. Curtis Connors stood before them. He was tall and blonde, true, but his right arm was gone, replaced with a robotic prothesis that looked for all the world like a metal skeleton limb.

He gestured towards his metal arm, then to the cage of lizards to MJ's left. "I left this arm in Kosovo," he explained. "That's why I've been researching lizards. You know, lizards are capable of regenerating body parts, particularly tails. If we could find a way to merge the lizard's DNA controlling cell growth patterns to the DNA of an amputee—"

Both Randy and Flash shot MJ a look which clearly said: _Thanks a bunch, Watson, now we have to stand here and listen to this shit from creepy ole Dr. Moreau! Why in bloody fucking hell couldn't you have just put the box on the desk and headed the hell out?_

Mary Jane just stared at Professor Connors' metal arm, thinking, _Did Doc Ock build that for you? _Finally, her morbid curiosity got the better of her. "Who rigged that arm up for you, Doctor? Never seen anything like it."

Connors sighed, gesturing toward the picture of two newly minted college grads unaware of their dark futures. "My friend, Otto Octavius, built it quite a few years ago," he said. "A crying shame what happened to him."

All Mary Jane could think upon hearing that was—

_forgodssakesdon'tsayanythingdon'tsayanythingdon'tsayanythingdon'tsayanything—_


	2. Vox Populi

Chapter 2: _Vox Populi _

_afternoon, empire state university_

_Just like old times back at Midtown High_, Mary Jane thought, nibbling a french fry. _Just me and my friends, sitting here eating lunch_. Of course, the only remaining of the old Midtown crowd was her roommate Liz Allen and her boyfriend Flash Thompson. The others were Flash's roommate Randy Robertson, his girlfriend Glory Grant, and her roommate, Helena Rossovich.

"So Helena, I heard you come from Russia," Liz said, unwrapping a cheeseburger and bravely attempting small talk. "So how do you like America?"

Helena shrugged, still struggling to master English. She still spoke with a heavy accent. "Is not so cold."

Flash looked affronted; the others laughed. Liz tried again. "What are you studying?"

Helena smiled. "Computer science. Specifically, bionics, how to control the artificial limb with computer. I heard that right here in New York, there is already American nuclear physicist who build very flexible robotic tentacles he controls with mind. Very fascinating."

At the mention of the late and little-missed Doctor Octopus, Mary Jane nearly choked on her french fry, Liz dropped her burger, and Flash's face darkened with anger.

At seeing the expressions on her new friends' faces, Helena was genuinely startled and puzzled. "What? Did I say wrong thing?"

Mary Jane's sardonic reply was soon cut short by the sight of a blonde young man, wandering around campus with his lunch in a somewhat aimless and awkward fashion.

_Why is my spidey sense ringing at him?_ she wondered. _He's definitely not any danger, but my intuition tells me he's someone I know. _

Thinking some more, she thought,_ Ned is blonde. Maybe he's come to visit me from the Bugle._

Mary Jane waved him over, jumping to get his attention from across the quad.

"Hey, what are you doing?" Flash asked.

"What does it look like? I'm inviting him to sit with us."

"Why?" was the puzzled reply.

Mary Jane ignored him, and kept jumping and yelling until the blonde arrived. "Hey, handsome. Haven't I seen you somewhere before?"

"Possibly," the blonde boy said, shrugging. "I'm Benjamin Reilly."

_late afternoon, empire state university, thomas defalco memorial wing_

Just after Mary Jane's last class, she waited outside the science building, hoping to meet Ben Reilly again. She wondered why. To catch up on old times? Or because, she realized with a sinking feeling, because she viewed Ben as Peter's replacement, a means to rekindle a relationship that had been cut too short, too soon?

She didn't have long to wait; Ben walked out of class exactly five minutes and twenty seconds later, accompanied by his physics professor, Miles Warren. "I've got two extra tickets to tonight's science exposition, since Curt—Professor Connors—couldn't make it," Warren told him. "So...if you and a friend would like to be my guest..."

"I'd love to!" Ben said, breaking out in a grin. He was so like Peter, it was heartbreaking, but after all, he was made to be so. In fact, he once served the Master Planner, Spider-Woman's new archenemy.

Could she trust him?

"Mary Jane!" he cried, spotting her sitting on a stone bench. "Are you doing anything _special_ tonight, pretty girl?"

Mary Jane just laughed. "_Everything_ I do is special, my dear Mr. Reilly."

He pressed the ticket into her hand. "Come with me, won't you?"

"Of course. I'll tell my roommate—speak of the devil." Liz, arm in arm with her boyfriend Flash, had just walked up to meet her. "Hiya, roomie! How's it hanging?"

Liz gave an exaggerated sigh in return, and held up her trusty blackberry. "Hello, MJ. I just got a message from some guy named Ned Leeds. He'll meet you out front after class."

Mary Jane was puzzled at her friend's sudden icy temperament. "What's with her?"

Flash shrugged. "Eh, you're never home these days, so when people want to get a hold of you, they have to call her. At least that's what she tells me."

"Well," Professor Warren interrupted, "if you're coming, there's no time for you to change. I'll get the car and meet you out front."

When Mary Jane and Ben reached the main parking lot, Ned Leeds was waiting for them, just as promised.

"MJ, we had a date tonight," he said. "Where are you going?"

Mary Jane crossed her arms. "It's not any of your business, but just because I feel so generous, I'll tell you. I'm going to some science exhibit."

"With _him_?" Ned growled, indicating Ben with his pencil.

"Hey, use your _finger_," Ben interjected. "It's more _polite_."

"Why should I be _polite_ to the guy trying to _steal my girlfriend_—"

Mary Jane rolled her eyes, grabbed Ben's hand. "Since _when_ are we engaged, Ned?" she asked. "Last time I checked, it wasn't like we were going steady or something _equally primitive_. Let's go, Ben."

_late afternoon, office of professor curtis connors_

"So, let me make sure I've heard your request correctly, Mr. Jameson," Connors said. "You want me to create a superhero."

Jameson took the cigar stub from his lips, looked at it, placed it in his mouth again. "Didn't stutter when I said it, did I?"

"Of course not," Connors replied. "I am, however, wondering why."

"Because, Connors, Spider-Woman is a menace. A threat to the American system of law and order. A symbol of disrespect for everything I hold dear—truth, justice, democracy—"

"You suspect her of being involved in your son's death, is that it?" Connors said, adjusting his prosthetic arm.

"Yes. As retaliation for my speaking out against her in my paper. That's how little respect she has for the right to free speech." Jameson took a peppermint from a glass dish on Connors' desk, and popped it in his mouth while somehow managing to keep his cigar in it. "She did it to intimidate me. I wasn't intimidated when I marched on Selma, and I'm sure as hell not going to be intimidated by some two-bit thug just because she can juggle cars."

Connors shook his head. "So, you don't like the way she takes the law into her own hands, yet you want me to create and empower another vigilante to take down the vigilante?"

Jameson threw up his hands in exasperation, nearly knocking down the candy dish. Connors narrowly caught it with his human left hand. "_Do_ watch the crystal, Jameson, it belonged to my wife's grandmother."

Jameson straightened the dish and grabbed another peppermint. "The only thing a supervillain terrorist like Spider-Woman respects is sheer force. Not to mention the mainstream law enforcement hasn't even been able to catch her."

Connors, thoughtful, reached into the dish himself. Unwrapping the peppermint, he stared at it for a few seconds before popping it into his mouth. "I have been looking to put my theories on cross-species hybrid genetics into practice. Foreign genes have been successfully introduced into hosts by means of harmless viruses. It worked on mice, but they refuse to allow human trials. Pity. You have a host in mind?"

Jameson nodded. "I can think of one."

_early evening, jonathan romita memorial convention center_

"So, Professor," Ben asked, "wonder what they're featuring at the science exhibit today?"

Warren stepped forward, presenting the ticket agent with all three tickets. Mary Jane noticed that the halls were swarming with military personnel, all fully armed. "Must be something big," she said. "Army guys all over the place."

"That would be due to the Nullifier then," Warren nodded. "The Pentagon's newest weapon in the War on Terror. Do you know how it works, Ben?"

Ben nodded. "From what I hear, it nullifies the homing devices of enemy missiles. Part of the new Star Wars program, I hear."

Warren smiled with approval. "You imagine correctly, Ben. Today, there will be a demonstration of the Nullifier's stablizer control. For security reasons, the two parts of the stabilizer will be delivered separately."

"Huh," Mary Jane said, the drama major feeling sorely out of place among the big brains. "Sounds like the start of a bad James Bond movie."

Her head suddenly jerked over her shoulder, her precognitive spidey-sense pinpointing the source of danger at once. Somewhere in the crowd was some dangerous culprit. Ben noticed her sudden reaction, turned to her. "Hey MJ, do you feel all right?"

In his waking moments, Ben could have no memory of the life Peter Parker led, of Peter's life as sidekick to his girlfriend, the Amazing Spider-Woman. Only in dreams did he have that perfect knowledge.

Warren, in his ignorant bliss, merely stepped forward, shouldering his way through the crowd. "We'd better see about finding our seats, the demonstration is just about to begin. Ben, I'm sure you'll see a practical application of the many seemingly unrelated theories we've been discussing in class."

But Mary Jane's attention was firmly on the crowd, trying to pinpoint the threat. _Why is my spidey-sense going off here? Nothing's happening and the place is crawling with guards! _ "I'm fine, Ben. I just thought I recognized someone."

"Well, from the look on your face I thought he was a ghost!" Ben laughed.

_It's not funny, Ben! There must be some danger to the nullifier! And I can't just up and change into Spider-Woman...not without arousing too many suspicions for me to deal with!_

Warren, still oblivious, just said, "Let's be seated, kids, the show's about to start."

Mary Jane heard the voice of the lecturer. "And now that both parts of the stablizer are safely on this platform, ladies and gentlemen, I shall join them together so that our demonstration can begin. Obviously, we have taken every precaution for maximum security for this vital device..."

_Not enough, clearly, _Mary Jane knew. _The shit's going to hit the fan any second now. _

The lecturer steps forward, rapidly tapping a few buttons on his laptop. "To begin our demonstration, we now project a simulated missile attack upon the screen behind me..."

_I know this signal...I've dealt with this threat before...but what is it, exactly..._

_...or who?_

"This is the first time these Defense Department films have been declassified for public viewing..."

The voice that rang out in reply to the lecturer confirmed all Mary Jane's worst assumptions. "Rest assured that it will be the _last_ time!"

In unison, Mary Jane's and Ben's heads jerked up to the source of the trouble.

"That voice..." Mary Jane started.

"...it can only belong to..." Ben continued.

"...the Master Planner," they finished in unison.

"Who said that?" the lecturer yelped.

A tall, slender young woman, clad in a green halter top, green leather pants, a brown trenchcoat, and black stilletto boots rose from her seat, removing a fedora to reveal a shock of shoulder-length curls dyed bright purple.

"I did!" Dr. Carolyn Trainer shouted in triumph. "I, the only one on earth with the power to seize your precious nullifier—despite anything you can do!"

In a quick blur of action, she opened her trenchcoat to reveal four silvery mechanical tentacles, gleaming and freakishly beautiful. One grabbed the Nullifier with three powerful pincers while three more whipped around to easily swat away the lecturer and any guards who dared come forward to stop her. "Stand aside, you helpless, bumbling fools! No one can stem the matchless attack of Doctor Octopus!"

In the melee, while guards were shouting orders to fire, Warren was shouting "Mary Jane! You and Ben follow me!"

But Mary Jane and Ben didn't listen to Warren.

Mary Jane and Ben were running.

Mary Jane sprinted to the ladies' room. _Have to slip away...have to find somewhere to change..._

Ben sprinted towards the exits. _Have to slip away...have to find somewhere I can hide where the Master Planner won't see me...can't let her recognize me, can't let her ruin the new life I've built. _

_outside pier 56, two months earlier_

Grieving in regret for Mattie's sacrifice, the clone called Benjamin Richard Reilly wandered the street, managing to avoid the police gathered around the body of whom they had identified as Dr. Otto Octavius, nuclear physicist turned supervillain. Of course, he was supposed to be dead for nearly a year, but with these superhuman types, who knows? These types were notorious for seemingly coming back from the dead.

Clad in thin black pants and a black turtleneck, he was poorly prepared for the rainstorm they said was coming around by the end of the day. He walked with the slow, headlong stumble of a man who only remained on his feet through sheer willpower and stubborn unwillingness to fall. He barely perceived where he was going; after all, he _was_ nearsighted and his glasses were lost in the wreckage of his creator's lair.

Still dripping wet and disoriented, the clone called Ben looked up. The beams hit him head on, but he did not squint, nor did he make any effort to move out of the way. He simply stood in the road with a heartbreaking apathy. Now that the Master Planner was gone, now that he had no more missions to undertake or orders to follow, he had no purpose in life but to stand there and face whatever the van and its driver had to offer.

The white van pulled to a stop, and the doors opened to allow the driver to step out—a red-haired, freckle-faced boy. Barely a high schooler. "Hey man," he said. "You alright?"

Ben shook his head, answering with the chattering of his teeth as well.

"Been in an accident?"

A nod of the head and more chatters.

"Oh boy. I can't leave you out here in the cold. You wanna ride with us?"

Ben took exactly three seconds to consider this proposition. Always logical, he weighed the benefit of a warm comfortable van against the discomfort of answering unanswerable questions. He decided in favor of the former, and nodded. He climbed in.

The other occupants of the van besides the ginger, it turned out, were two boys and two girls, all adolescents: a strong, athletic, dark-haired boy with a smart mouth (as Ben found out when he griped to the ginger about Ben making them late for their gig); a gentle blonde with her hair swept into a ponytail who promptly grabbed a towel and began to dry Ben's hair; a slender brunette who exuded inherited privilege; and a tall, lanky, dark-haired boy wearing an oddly shaped hat and a blue sweater bearing the letter S (who, as it happened, had to be practically ordered by the ginger to share his food with Ben).

Exactly thirty-five minutes and forty-two seconds later, the ginger dropped him off at a hotel, the slender brunette handing him several hundred-dollar bills.

Benjamin Reilly had, since then, begun to forge a new life for himself, a life without the Master Planner, a life as a real person. He forged a birth certificate and a Social Security card, got a job. He saved money, buying contacts to hide his blue eyes, buying hair dye to turn his brown hair blonde. He enrolled in college.

But why was he here? What was his purpose in life, if not to serve the Master Planner?

_evening, jonathan romita memorial convention center_

While Ben Reilly cowered in the men's room, brooding in his own dark thoughts, Mary Jane Watson stripped off her civilian clothes in the ladies' room, preparing to face the woman who called herself both the Master Planner and her late mentor's alias Doctor Octopus as the Amazing Spider-Woman.

_I can always tell everyone we got separated in all the confusion. _

In the convention room, Carolyn gloated in the audience's fear, yelling "Run, you helpless weaklings! Run for your pathetic, pointless little lives! You should allow me to put you out of your misery! You should long for the sweet release death would bring!"

The military guards thought they were prepared, but they couldn't prepare for the deadly new Doctor Octopus. Knowing what was at stake, they threw canisters of tear gas. The tentacles flailed wildly, sweeping guards to the floor like so many cookie crumbs. "You think some bursts of tear gas can stop _me_?! The most dangerous woman alive, who learned at the knee of—"

Exactly whom Carolyn had learned at the knee of, the guards didn't care to know. "Don't let her bluff you!" one of the guards called. "As long as she breathes, we've got her!"

"Ha!" Carolyn shouted above the din of the crowd. "Who needs a gas mask when you've got a few all-purpose adamantium arms?"

The tentacles spun like propellers, blowing the tear gas away like four industrial fans. The guards, in turn, were knocked to the ground by a gale force wind.

Carolyn smiled, clutched the Nullifier to her with two human hands as she picked up a guard by the ankle. "And now that you're all at the tender mercy of the world's most unbeatable woman—"

But her description of her plans were then interrupted by the voice of Spider-Woman from the rafters. "_Whatever_! You're _so_ lying, Octopus! I beat you before and I can do it again!"

"What?!" Carolyn looks up, startled.

"It's only me, Doc! Your friendly neighborhood Spider-Woman! I'll try to entertain you while our men in uniform take a breather!"

"Are you kidding me, Spider-Woman?" Carolyn asked. "You didn't beat me! As I recall, it was quite the reverse!"

"Yeah, well, the good guys always win," Spidey said, not willing to admit the truth Carolyn had spoken. "If you'd watched more superhero movies you would've known better than to throw your lot in with a first-class little prick like Otto Octavius."

Spidey at least knew that nothing set Carolyn off like the mention of her beloved, just like she knew that the surest way a villain could set _her_ off was the mention of _her_ beloved, Peter Parker.

"Where the hell did you come from and how did you get here?" Carolyn shouted. Two tentacles sped towards Spidey.

"ah-ah-ah, Doc, that would be a spoiler," Spidey said, dodging the arms and leaping forward for an attack from above. "Let me just say your fairy godmother conjured you me up for the ball! Cause let's face it, that whole outfit is just begging—"

Spider-Woman's criticism of her archenemy's alleged lack of fashion sense goes unfinished, for Carolyn merely braced herself on two tentacles as Spidey leaps to the ceiling. "Hey, don't you even have enough sense to stay down when I smack you?"

"Put up or shut up, bug!" Carolyn shouted. "You'll notice that I don't even have to drop the Nullifier to finish you off!" Raising herself on the two lower tentacles like stilts, she attacked, forcing Spidey to the defensive.

"Hey, no fair raising yourself up to my height—" Spidey said as a third arm whips forward.

"Forgotten so soon that these things can transport me anywhere?" Carolyn asked, still clutching the device. "That, and once I get within striking distance, they can brush you from the ceiling as effortlessly as they'd swat any other annoying insect."

The tentacle promptly started smacking Spidey clear off the ceiling and out the window. Spidey only managed to save herself by clinging to the windowsill as the glass shatters from the impact. "But this time," Carolyn threatened, "I won't allow you to escape alive—"

"Yadda yadda yadda," Spidey taunted. "Admit it, Doc, you didn't learn this whole supercriminal business from _Dr. Octavius_, you learned it by reading _Supervillainy for Dummies_—"

Spidey leapt to the outside wall, below the window, clinging for life. She heard Carolyn calling to her from the window as she climbed out after her. "You won't stay there for long, Spider-Woman!" She strips off her trenchcoat, throwing it out the window. "Now that I have no further use for concealment, I'll just dispose of the trenchcoat, just like I'll dispose of you—"

"And with my tentacles," Carolyn continued, "I'll reach you long before you make it to the ground!"

"Blah blah blah!" Spidey shouted up at Carolyn. "You're just proving all the stereotypes about women talking too much! Stop it, you're making us girls look bad!" She smiled under her mask. "Anywhoo, I'm _not_ heading for the ground!"

In a blurred streak of blue and silver, Spider-Woman leaps, catching hold of one of the tentacles. "But _you_ are, my purple-haired playmate!"

Carolyn was standing on the rooftop on her own two feet, still holding the Nullifier. "You still don't realize that I hold all the aces? You're not only a fool—you're a _stubborn_ fool!"

_evening, near the jonathan romita memorial convention center_

Professor Miles Warren and his star pupil, Benjamin Reilly, watched spellbound as these two archenemies battle it out, with the security of the country at stake.

"There's no sign of Mary Jane _anywhere_," Warren said. "Shouldn't we call someone?"

Benjamin's thoughts were, however, on his creator rather than his girlfriend. "I have the feeling Mary Jane can take care of himself. Let's just go. Just go back. Please?"

_evening, rooftop of the jonathan romita memorial convention center_

Spider-Woman leapt once more from above, aiming her organic webbing towards Carolyn's sunglasses. "You thought you had the advantage over me on the rooftop, where you could stand here and use all the tentacles for fighting, huh?" The webbing covered Carolyn's shades, spreading over them. "Sorry, epic fail! Your arms can't _hit _what your eyes can't _see_!"

"Very clever, Red," Carolyn said, "But not clever enough!" The nullifier is handed off to a tentacle, which dangles it over the street, twenty stories below. "What do you think this thing weighs, Spider-Woman?" she asked. "Two, three tons? How many people do you think are down there? Around a dozen or two?"

Spidey narrowly managed not to gasp as she looked over the rooftop, and realized with a distinctly sinking feeling that Carolyn was telling the truth.

"You're weak, Spider-Woman! You can't even follow up on your small victory! Not while innocent people need your protection!"

_The thing is, she's right. I can't win just to win, not when there are people down there. Not since the death of Captain Stacy. _

In a certain flash of inspiration, Spidey reaches to her neck, pulling off her necklace. On the necklace was not a spider-shaped pendant, as one might surmise, but the last of the tracers Peter had made, and in fact was the tracer she had put on Octavius before Peter's death. She had kept it, to always remind her of her beloved's words: _"With great power must always come great responsibility"_, and the heavy price he paid for her neglect. At this moment, she couldn't think of a more appropriate moment to use it. Unnoticed by Carolyn as she concentrates on her attempts to pull the webbing off of her sunglasses, Spidey slaps the tracer on her back, fastening it with a patch of webbing.

At precisely that moment, the tentacle let go of the Nullifier, and it obeyed the call of gravity on the first ring, not even letting it go to voicemail.

"Shit!" Spidey yelled. "That crazy bitch _meant_ it! She actually let it go!" Not to mention that the street was packed with onlookers directly below.

She dove down with only a thin, strong webline linking her to the building. _Can't reach it...but I can snag it_...

And snag it she does, the webline stretching, almost breaking, but like a bungee cord, bounced upward a foot above ground level. Spidey jumped, and managed to bind the Nullifier to the wall above three startled military police officers.

All Spidey could do after the exhausting ordeal was stumble to the ground, pant for her breath, and gripe, "Heads up, officers! Hang on to this thing from now on, okay? It's not like you can find valuable Nullifiers at your local Wal-Mart Supercenter!"


	3. Iacta Alea Est

Chapter 3: _Iacta Alea Est _

_night, empire state university_

_Great. The good doctor got away. Again. Even with her face half covered in spiderwebs. Oh well. I can always track her down sooner or later, as long as that spider-tracer hangs in there and I've got my cell phone. _

Spidey changed into Mary Jane Watson in the ladies' room, putting on her true mask that allowed her to pass herself off in public as an ordinary drama major.

"Ben, Professor Warren, I'm _so_ sorry, as soon as Spider-Woman and that girl started going at it, I ran off to grab a camera. If only I could've found one, I could've earned some extra money—"

Ben simply stared at her for a few seconds. Understanding without knowing.

But then Ben simply embraced her, pulling her close. "It's alright. It doesn't matter where you were. You're back."

_morning, watson residence_

Carolyn Trainer, the new tenant of a room belonging to Miss Anna Watson, finished unpacking her belongings. She unlatched the tentacle harness, coiling the tentacles and stuffing the harness into a large suitcase. She set up her laptop on the desk, plugged in her webcam and adjusted a bluetooth wireless headset upon her ear.

_After my aborted attempt to steal the Nullifier, every federal agent in the country will be searching for me—not to mention Spider-Woman. In this quiet house at least, none of them would ever stop to think the new Doctor Octopus would ever be hiding here. Here, I can afford to lay low and bide my time. _

She chuckled, remembering her enemy's advice that she should watch more superhero movies. _You'll be surprised, dear Spider-Woman. While you look for me in abandoned piers and warehouses, I make my plans from a quiet suburban townhouse. _

Carolyn's thoughts are interrupted, however, by a knock on the door. Muttering curses under her breath, she yanked the door open to find a petite elderly woman, her short hair the color of steel gray. She held a heaping plate of cookies and brownies in one hand.

"Good morning," she said by way of greeting, and pulled a scrap of paper out of her pocket with her free hand. Reading off it, she asked, "Are you Dr. Carolyn Trainer? Anna said you were our new boarder."

"Yes, ma'am," Carolyn smiled. "Rest assured, I have already paid Miss Watson the first month's rent and deposit in advance."

"Oh, don't worry, I'm sure you did. I am May Parker. I'm a friend of Anna Watson's, whom you just met." She set the plate of cookies on the bed. Then she squinted, closely studying Carolyn's face. "Say—didn't I hear something about a purple-haired lady being wanted by the police?"

"Yes, yes I did, Miss Parker," Carolyn responded. "There are a lot of teenagers in this city who dye their hair odd colors. Although it seems odd to your generation, mine is of the notion that it is a way to express our individuality."

May nodded. "I'm sorry for stereotyping you."

"I get that a lot, Miss Parker. They see my hair and don't guess that I'm a doctor who graduated _magna cum laude_ from one of the nation's greatest universities. Thank you for the cookies, though."

"Well, you just make yourself comfortable, Doctor, and if you need anything at all, just call me. " With that, May Parker left, shutting the door behind her, and Carolyn Trainer breathed a sigh of relief. _Quiet suburban townhouse with what must be the two most gullible old fools ever born to this earth as my landladies. Perfect place. _

_Now that I've found the perfect hideout, I will be safe from Spider-Woman's interference until I make plans to once more attempt to steal the priceless Nullifier. This time—I will not fail, and with the money I make from selling it to the highest bidder—_

_Otto, my beloved, you will live again!_

_morning, daily bugle headquarters_

Staring at her cell phone's monitor, Mary Jane Watson observed with a disgruntled muttering that her spider-tracer seemed to have lost its signal. That, of course, meant that she would have to use other resources to track down the good doctor Trainer.

She arrived at the headquarters of the _Daily Bugle_ to see Ned talking to the secretary, a pretty girl with brunette hair cut to a short bob.

_Well, I kind of deserve that, for blowing him off for Ben yesterday. _

_morning, daily bugle headquarters_

"So, any news on your brother, Betty?" Ned Leeds asked his ex-girlfriend, Betty Brant.

"Nothing."

"What is he, a lawyer?"

Betty clutches Ned, trying for some assurance of sanity in this insane world. "Yeah, a good one too. But even he can't get out of this one, I'm afraid. Ned, Bennett was always so stubborn, and so weak! I've been sending him nearly every penny I make, but it's still not enough! It's never enough!"

"Well, don't send him any more. You know, let him stand on his own two feet. Make him take responsibility and all that."

"Are you shitting me, Ned? This isn't some _Godfather_ movie. There really _is_ a Mafia, and Bennett _really_ owes them, and they're _really_ going to kill him if I cut him off."

Betty sighed. "I just don't know what to _do_, Ned. I have to get money from _somewhere_."

_morning, daily bugle headquarters_

Mary Jane walked up to the secretary's desk. "Hi." _Uh...awkward._

Ned turned to look at her. "Uh...hi." _Uh...awkward. _

Betty put her coffee down and took a look at her as well. "Is this your new girlfriend?" _Uh...awkward!_

"Yeah. Mary Jane Watson, this is Betty Brant. Betty Brant, this would be Mary Jane Watson."

"Look, Ned, I'm sorry I blew you off yesterday. Ben and I are just _friends_, okay? We—we knew each other from somewhere. Nothing to worry about—"

Mary Jane's reassurances to Ned of her fidelity are interrupted by none other than their boss, _Daily Bugle _publisher J. Jonah Jameson. Clutching paperwork in one hand, a cheese danish in the other, and cigar firmly in teeth, he started yelling. Rumors persisted that Jameson was genetically incapable of speaking in a volume less than that of yelling.

"Brant! Finish filing those papers! Leeds! Get on the damn story! Watson! If you don't have pictures, get the hell out! Priceless Star Wars technology gets stolen by some eight-legged _freak_ and my star reporter and photographer are standing here _yakkin'_!"

"Look, Mr. Jameson," Watson said, "I'd love to get you some prime pics of said eight-legged freak but no one's seen her! Have you heard anything, any idea of where she might be holed up?"

Jameson stared at her, finally managing to swallow a bite of his pastry. "Yeah, she's hiding in my closet. Seriously, how the hell would I know?! You know Spider-Woman, ask _her_! I'll bet you dollars to donut holes they're in cahoots anyway!"

_early afternoon, outside daily bugle headquarters_

"You're dating your ex again?!" Mary Jane yelped.

"No, I am not," Ned hissed. "Besides, _it's not like we're going steady or anything equally primitive_, Spider-Woman!"

Mary Jane, startled at her own words thrown back at her as well as Ned taunting her with his knowledge of her secret identity, shot back: "Then just what the hell were you talking about, then?"

"Betty has personal problems. Which are, by the way, none of your business."

"Whatever. I'm just going to go home and check on my aunt. Mrs. Parker is out of town again, see, and—"

Ned smiles, for once. "Aunt Anna—I guess not even I can buck competition like that!"

_early afternoon, watson residence_

Increasingly disgruntled at the fact that for all her power, she couldn't even manage to track her archenemy down, Mary Jane headed home, figuring that she could always go home and relax until she once again sensed Trainer, and that at least for all her flaws, unlike Green Goblin, or Venom, or even her mentor the original Doctor Octopus, Trainer hadn't thought to kidnap any of her loved ones.Yet.

But a block from home—

_My spidey-sense! It's going off like a four-alarm fire! Something's wrong!_

Using every bit of the proportionate speed of a spider she had been blessed with, Mary Jane sprinted to her house and threw open the door.

Expecting to see a trashed house and Anna missing or dead, she instead questioned her spidey-sense as she saw the house exactly as she had last seen it—right down to the smell of Constant Comment.

But her senses were insistent.

_What the hell is wrong here?! My warning senses are going off so intensely, I'm almost blinded!_

Mary Jane rounded the corner to the dining room—to see two people sipping tea, nibbling brownies and chatting. One was her aunt Anna...

...and the other, of course, was Carolyn Trainer, her archenemy _du jour_!

"Why Mary Jane! How nice of you to drop in! Would you like some brownies? Mrs. Parker made them. And please don't _stare_ so! It's impolite!"

It takes every bit of willpower she had to swallow, then calmly say, "no, thanks..."

But then her willpower failed and Mary Jane Watson screams her anguish, anger, and fright. "Aunt Anna! Do you know who this woman _is_?!"

"Of course I do, Mary Jane," Anna said, her tone disapproving of her niece's outburst. "This is Dr. Carolyn Trainer."

"I _know_ that it's Carolyn Trainer, Aunt Anna!" Mary Jane screamed. "I mean, don't you _who_ she _is_? _What_ she is?! She's a criminal! A deadly menace! She looks like a delicate flower but she's really the snake under it! Do you _fucking get it_ yet?!"

"Mary Jane Watson! _You will not use such language in front of our guest!_ Now you will apologize to Dr. Trainer for your outburst, _right this very minute_!"

And, since she had no other choice in the matter, she sighed and muttered, "Sorry."

"Try again, Mary Jane," Anna said, her tone severe.

Mary Jane hung her head. "I'm sorry, Dr. Trainer, for screaming at you."

Carolyn smiled. "Apology accepted, Miss Mary Jane."

"Forgive my young niece, Dr. Trainer. She's so high-strung."

"Of course I understand. Sometimes I'm that way myself."

"Now, I hope you two will become the best of friends. You know, Mary Jane, maybe Dr. Trainer could even help you with your homework."

"Yeah...speaking of, I have a term paper to write so I'll be running along now..."

_late afternoon, stanley lieber memorial dormitory_

Mary Jane Watson lays on the bed, stares at the ceiling, her thoughts racing.

_What the hell? I just stepped into the Twilight Zone! _

_What can I do?_

_I couldn't explain the whole thing to Aunt Anna. For one thing, she doesn't know I'm Spider-Woman and I don't care to tell her. _

_I can't attack Trainer now. Anna's health is still too iffy. I won't risk it. _

_But I can't just sit back and let Trainer—_

Her brain caught in the grip of a sudden inspiration, Mary Jane scrambles up, grabs her purse, plucks her cell phone out of it, punches in the number of the one person who could help both her and Anna.

"Hello?"

"Hello? Is this May Parker?"

"Yes. Who is this?"

"Mary Jane Watson. Listen, about the last time we met—"

"Oh, pish. It's water under the bridge, or over the dam. What's done is done. I know you tried your best."

"Well, it's kind of about _that_."

Mary Jane's words spill out. "Mrs. Parker, Doctor Octopus—the guy who _really _killed our Peter—he's dead now but his girlfriend's got his arms and she's taking his place now. She's here, at Anna's, because it turns out she rented a room from her—yes, that really was her, she lied to you. Mrs. Parker, I need you to come home and make sure nothing happens. I need you to make sure she doesn't try to _do_ anything..."

_evening, watson residence_

From within her room, Carolyn paced the carpet, opening the laptop and plugging in the webcam. Adjusting her headset, she prepared once again to set her plans in motion.

_The landlady's niece knows. She's on to me. Of course, the old woman didn't believe her but who knows how long the status quo will last. I can no longer afford to bide my time. _

_Fortunately enough, three of my cloned servants survived the wreck of Pier 56. They're laying low, just as I am, but with one call, they will be here within minutes._

_evening, empire state university, gerald conway dormitory_

Jessica Drew, literature major, known on campus as a shy girl who kept to herself, answers an urgent call on her cell phone.

_evening, one police plaza_

Julia Carpenter, police dispatcher, known on the precinct as a hardworking and dedicated but shy and unsociable officer, left work early upon answering an urgent call to her cell phone, explaining that her mother had died.

_evening, the paradox bookstore_

Charlotte Witter, employee of Manhattan's largest independent bookstore and known to her coworkers as the quiet, mousy employee who stood an above-average chance of going postal, answers an urgent call to her cell phone, and explaining that her mother had just died, left early.

Their sole purpose in life, after all, drummed into them from before what passed for birth, was to serve the Master Planner. Their jobs, their lives aside from that, were merely a cover.

And now the Master Planner had need of them again.

_night, watson residence_

Finally unable to bear waiting at her dormitory, Mary Jane had long changed to Spider-Woman. Dressed in a form-fitting jet-black suit accented with red, including a red hourglass across the torso, she now takes her place at the stakeout of her aunt's house.

Not bearing to wait any longer, she finally knocked on the window of Carolyn's room and waved. "Hiya, Doc."

Carolyn's head jerked to attention as Spider-Woman opened the window and whispered "Hey. You're not messing with some helpless old ladies this time."

While Spider-Woman attempted to open the window without breaking it or even creaking it enough to wake up her aunt, Carolyn merely smiled and said, "Well, _you're _not messing with an unarmed young scientist this time."

With that, Spider-Woman's warning senses rang, and she was grabbed from behind by two strong pairs of hands.

"What are you waiting for?" Carolyn opened the window. "Julia! Jessie! Dispose of her!"

In the dark, Spidey finally knew who her assailants were. "Great. I really, really, fucking hate clones."

"You gals have to be kidding me!" the true Spider-Woman yelled, vaulting over them and letting them run into each other. "You're fighting with the one true Spider-Woman, remember?"

"The gas, Jessie! Use the gas on her!"

A sudden cloud obscured Spidey's vision, and she heard one of the false Spider-Women yell "Hey, no matter _how_ strong she is, this stuff is personally guaranteed, by the Master Planner herself, to ditch the special warning senses she has."

"Warning senses?"

"You know, Julia. The funny feelings we get when an enemy's around."

She was right. Spidey didn't hold her breath in time, and took too much into her lungs.

"Finish her off, Jessie!"

Of course, since the false Spider-Women were no more and no less than copies of the true one, the senses of the replicas were dampened as well. Simply by keeping her eyes and ears open, Spidey was able to steer clear of their spider-strong fists and turn them against each other.

"_Watch_ it, Julia! You're tripping all over me!"

"_You_ watch it Jessie! That's _your_ foot! Hey—where's the bug?"

Before one could say "Right here!" they were bound in several dozen layers of spiderweb. "You gals should be glad I'm in a hurry and after bigger fish, because that's why I let you off so easy!"

A small crowd of neighbors, dressed variously in nightgowns, bathrobes, and pajamas, had gathered to the source of the unholy racket disturbing their peaceful slumber.

"Why doesn't someone stop them?" an old man croaked.

"Good idea, Henry! Why don't you try?"

"Anyone who can fight like Spider-Woman—hit like Spider-Woman—needs to be locked up! Jameson is right—she's a _menace_!"

Carolyn, also watching the spectacle from more comfortable accommodations than a front lawn, shook her head at the sheer incompetence of her servants. "Am I honestly the only one powerful enough, intelligent enough, to defeat her?" While pondering such interesting philosophical questions, she snapped the tentacle harness on her back, slipped her sunglasses on her nose and wondered what the hell was holding Charlotte up.

Just when Spidey managed to open the window and crawl in after Carolyn, four tentacles wind around her, squeezing her like adamantium boa constrictors. Singularly unpleasant.

Two sets of footsteps. Two pairs of slipper-clad feet, audible only to Spider-Woman. _My spidey-sense is ringing! Anna and May are here!_

"What's all the noise upstairs—" Anna started.

Then May's voice. "Dr. Carolyn Trainer. Let go of her this very minute."

Carolyn turned around to see May Parker, the baker of brownies with short steel gray hair, holding a handgun in two shaking hands.

"That menace Spider-Woman broke in here, Miss Parker!" Carolyn shouted. "Don't worry, I'll save you from her!"

"Don't lie to me," May quietly said. "I know who and what you are."

The tentacles loosened in Carolyn's shock, just enough for Spider-Woman to wriggle free.

Just in time to leap over Carolyn and clear of May, and catch Anna as she swooned in a dead faint.

_early morning, laboratories of dr. curtis connors_

Jameson, not without a certain tenderness, ushered Betty into the laboratory. She looked at the coffin-like submersion chamber, and hesitated. "Mr. Jameson, I'm not sure I've got what it takes to become a superhero," she said.

"Shows what you know! Nobody in the comic books ever thinks they've got what it takes to become a superhero! Then they end up with superpowers and realize it's their responsibility to use them for the good of mankind!" He chomped on his ever-present cigar. "I mean, it's either that or become a supervillain murderer like that Spider-Woman menace! Besides, you're getting paid for this, aren't you?"

Betty nodded, and hung her head, recalling her brother. _I'm doing this for you, Bennett. Remember that. If you had listened to me, if you hadn't racked up that gambling debt—_

The scientist stepped forward, a tall blonde man with a small lizard obediently perched on his shoulder. Betty thought that he would even be kind of handsome if his right arm hadn't been amputated at the shoulder and replaced with that perfectly _frightening_ steel skeleton metal prothesis.

"The money, Jameson?" Dr. Curtis Connors frowned. "I can't afford to do this for free. After all, the university regents are already hearing the complaints about my—more questionable—research."

Jameson rolled his eyes. "Yeah yeah, I'll cough up the cash. " He tossed a small roll of hundreds in Connors' direction. "I don't want my name connected to this, you understand?"

"Rest assured, I will execute this task with the utmost discretion." Connors nodded. "After all, each of us in this room are benefited by this experiment in our own way. Me, this is my chance to test my theories on hybrid genetics far from prying eyes. You, Jameson, see yourself as doing a public service by ridding the city of the supercriminal, Spider-Woman. And Miss Brant here—well, who _hasn't _dreamed of getting their own superpowers?"

Betty sighed because _she_ certainly hadn't, looking at the metallic blue-green suit of armor laying on a nearby table. "What's that?"

Connors slowly walked over to the suit, and held it up. "After a great deal of thought, I decided to model your powers on the scorpion—"

"It's perfect!" Jameson shouted. "An eight-legged hero against an eight-legged villain!"

"—_Anyway_," Connors continued, turning the suit to show Betty the back, "the protective armor has both defensive and offensive capabilities, including this slender, multi-jointed prehensile tail, featuring a rather nasty bioelectric sting. The helmet of the suit contains electrodes which will allow you to control the tail with your mind."

Betty nodded, noncommittal towards the entire prospect of having a tail.

Putting the suit down, he then gestured to the coffin-like machine. "Of course, we wouldn't dream of pitting you against someone like Spider-Woman without superpowers of your own," he said. "You will be subjected to several secret chemical processes which will greatly enhance your strength, speed, and coordination. In fact, if all goes well, you will end up physically stronger than Spider-Woman herself."

"Ha! That murderer won't have a chance!" Jameson shouted, gleefully smiling at the possibility of that wall-crawling menace finally getting what was coming to her. "Well, in you go!"

"Wait, Mr. Jameson," Connors said, "this is still a potentially dangerous procedure, even though I've achieved total success with animal tests. Shouldn't we draw up a contract or a liability shield of some sort?"

"What! And leave a paper trail?!"

Connors sighed and turned to Betty. "Do you understand the risks? Do you give informed consent?"

Betty sighed as well. To save her brother, she would risk everything. And Jameson knew it.

And Jameson knew that because of this, she would consent. Betty nodded her assent. "Yes."

_Iacta alea est. _The die was cast.

Connors was cheerful even whistling as he retrieved a syringe and a vial of bright blue serum. "Well, roll your sleeve up, miss," He started to tie her arm, thumping with two fingers to raise her veins.

He pressed the plunger, and Betty immediately felt a burning sensation consuming her, as if her limbs were on fire. She doubled over in pain, and Jameson had to help her into the submersion chamber, Connors sticking several electrodes and wires onto her body to monitor her vital signs. He connected the wires to a machine, and with a USB cable, connected the machine to his laptop.

Betty obediently lay on her back inside the chamber, and Connors shut the lid, and opening a compartment, poured green liquid into it, diffusing it as a gas into the chamber. "Okay, Betty," Connors said, "just relax and breathe normally. You will see a lot of green gas pour in but you're in no danger." He raced towards his laptop, pulling up a 3-D model of Betty. "Come here, Mr. Jameson, this will track the effects of the chemicals on Betty's body."

"This isn't going to _hurt_ her, is it?" Jameson asked him. "Good bookkeepers and secretaries are hard to find."

"Don't worry, Mr. Jameson," Connors calmly replied. "There's no record of side effects when I did the animal tests. Besides," he said, gesturing to the laptop screen, "Miss Brant's coordination and speed are already superhuman. And her strength is increasing already."

In the chamber, Betty had inhaled the last of the green gas. Her whole body felt like it was on fire, and then she began to get a tingly sensation rippling in waves through her limbs. The tingling, burning sensation started in her chest, then spread to her shoulders and back, and finally her arms and legs. The strange feeling entered every fiber of her being, growing more and more intense. She felt bigger, stronger than her own body, like her skin could barely hold her in. Her clothes started to grow unbearably tight, the seams straining against her skin.

Betty was frightened at the foreign sensations. _What's happening to me?_

The pain was so intense that Betty felt like passing out. But she remembered her money, then remembered Bennett, and welcomed the pain and the power.

"Christ, how long is this supposed to _take_? As far as Robertson knows, I'm _golfing_!"

"Mr. Jameson, this is an intense process that can't be rushed. After all, good secretaries who are also certified public accountants and superhuman mercenaries are hard to find." Connors checked the computer. "Just about a half-hour more."

And finally Connors, checking the printouts and the model, pressed a button, opening the chamber. "Okay, Miss Brant, you can come out now."

Jameson could hardly believe his eyes. "A-are you _sure _that's the same woman who went _in_?"

"You and I both saw her go in, Mr. Jameson."

It was no wonder that Jameson did not trust his vision. The girl who had stepped into the chamber was a petite, slender, mousy secretary. The girl who stepped _out_ of the chamber, however, was a tall muscular Amazon built like a brick shithouse, ripped clothing stretched around her shapely body.

"Well how do you feel?" Jameson asked, a bit intimidated now.

Betty's face lit up with her smile. "I feel great! So _this_ is what it's like to be strong!"

_early morning, watson residence_

"We should continue this battle outside," Carolyn advised. "Don't wish to disturb the neighbors after all."

But Spidey was trying to shake her beloved aunt awake.

"So you choose to remain behind, do you?" Carolyn asked. "Very well then. Tis high time that Doctor Octopus takes her leave." Not finding an exit through the front door expedient enough, Carolyn simply smashes a hole in the wall, later confirmed to be twenty feet across, and nine feet high.

"It was Spider-Woman she fears! I'm the one who scared her! I tried to spare her this, but—but now, because of me—"

May's words are quietly comforting in the darkness. "Sometimes it is unavoidable to face the truth about things," she said. "She'll be alright, it's just a panic attack. I'll call Dr. Blake."

Spidey stripped off her mask, revealing the face of Mary Jane Watson. "Wake up, Aunt Anna! You're safe! You have nothing to fear from Spider-Woman! Just wake up, please, just open your eyes—"


	4. Cogito Ergo Sum

Chapter 4: _Cogito Ergo Sum_

_morning, watson residence_

To the indescribable relief of Mary Jane Watson and May Parker, Dr. Donald Blake, personal physician to Anna Watson had just pronounced his patient in good health.

Leaning heavily on his cane to offset his painful limp, Blake set forth his prescription. "Luck was with us this time, ladies. She'll pull through. By any chance, do either of you know what caused the panic attack?"

May and Mary Jane stared at each other for an uncomfortably long while as they tried to articulate an acceptable lie. "I—I'm not quite sure, Dr. Blake."

"For the life of me, I couldn't know either," May said. "I had just come back from buying groceries, and Mary Jane was calling 911."

"Well," Blake said, "after this rash of bad luck, you'd better see to it that she gets plenty of rest. At her age and delicate condition, the next such attack could very well be fatal." He filled out a prescription, handed it to May. "I'll drop by again in the morning with some of my nurse's homemade soup."

He paused to stare at the hole that Carolyn had made in her escape last night. "You'd better get that fixed, ladies. Don't want a draft coming in, you know."

Mary Jane simply gave a rueful chuckle as Blake limped away through the hole.

"I don't suppose our insurance covers this," May said.

"Even if it did, we'd have to explain how it happened," Mary Jane said, "and I won't open _that_ can of worms. I've already burdened _you_ with this—"

"We've been over this, haven't we?" May asked.

"She broke though here for only one reason," Mary Jane said, changing the subject. "She did it just to flaunt her strength. Just for the hell of it."

Mary Jane gritted her teeth, stalked away to her car. "She's going to learn what Spider-Woman does for the hell of it. She's going to learn what strength really is."

"Revenge is a poison, Mary Jane." May reminded her.

"I don't _care_, May," Mary Jane said, her voice soft and deadly. "She's not going to get another chance to return and jeopardize the lives of those I love.

"This time, nothing will stop me from ridding the world of the menace that calls itself Doctor Octopus—_forever_!"

_morning, one police plaza_

In the headquarters of the New York City Police Department, the city's top brass discuss how best to provide security for America's greatest defensive weapon, a little piece of technology they called the Nullifier. The Police Commissioner speaks first. "Since the supervillain calling herself Doctor Octopus—the second, by the way, to adopt that alias—is at large and may still be in this area, we've decided to move the Nullifier to the main headquarters of Stark Industries, where Anthony Stark's personal bodyguard, Iron Man, has agreed to provide it with top protection while final modifications are made. Yes, Captain?"

"Are all precautions being taken to protect the Nullifier from Spider-Woman as well as Doctor Octopus?"

"Yes, sir, they are," the Commissioner nodded. "But I'd like to say one thing—don't believe what you read in certain papers. We have seen no evidence as of yet that she has ever been in league with Doctor Octopus—either of them. Suppose we get on with the matter at hand."

The Commissioner, with a few keystrokes on a laptop, displayed on a projected screen a detailed map of the route that the convoy bearing the Nullifier would take.

Unfortunately, no one noticed one redhaired policewoman, standing guard at the door, was raptly listening to the conversation inside.

No one knew that the policewoman's credentials, nay her very identity, were false, all carefully contrived artifices constructed in the furtherance of one overarching goal. No one knew that the policewoman known as Lieutenant Julia Carpenter, was in fact a spy—a plant working for the woman known to her as the Master Planner and to the men inside as Doctor Octopus.

Not knowing that, of course, how could they know that their plans were betrayed before they were even executed?

_late afternoon, daily bugle headquarters_

Ned Leeds, reporter, after turning in his latest story, approaches the payroll desk to see his ex-girlfriend, Betty Brant. Seeing an entirely different girl than the one he once dated sitting at the desk, he could be forgiven for asking:

"Hey, do you know where Betty Brant might be? She usually works here."

What looked like the new secretary—the tall, statuesque brunette—simply turned away from him with a curt, "Betty Brant is dead, Mr. Leeds."

His eyes widened at the terrible news. "What? What happened to her? Why haven't I heard—"

"Leeds!" Jameson shouts at him, almost dropping his ever-present cigar. "This isn't myspace! Out!"

_late afternoon, suite 8 of hilton hotel_

Her tentacles busying themselves in retrieving a pack of teddy grahams from the minibar, Dr. Carolyn Trainer occupies herself with the urgent conversation by cell phone she was undergoing with one of her cloned servants. "Why on earth didn't you call sooner? I expect instant service out of my servants!"

"Master Planner, this was my first chance to call," Julia whines. "The place was practically _crawling_ with cops—real ones! I had to be careful!"

"Do you have the information I want? Speak up!" Carolyn hissed.

"Yes! Yes I do! I can tell you exactly what you want to know. Listen carefully..."

_early evening, outside hilton hotel_

The truck looks like an ordinary truck, used by the metropolitan power company for maintenance and repair. It is not.

The red-haired driver looks like an ordinary young woman. She is not.

Her companion, dressed in a long trenchcoat with a shock of curly hair dyed purple, also looks like an ordinary, if somewhat eccentric, young woman. She is not.

"Julia's job is done. Now mine begins," says Dr. Carolyn Trainer to her cloned servant. "Now mine begins. Just to be sure nothing goes wrong, you will be the only one accompanying me."

The clone merely nods.

"What are you waiting for, Jessie?" Carolyn hisses, pulling a MapQuest printout from a pocket. "Get moving! I'll give you directions as we go!"

_early evening, outside one police plaza_

Four military police officers load America's secret defense weapon, the Nullifier, into a Humvee. Another awaits orders from the Commissioner of Police and the head of this particular operation, Captain Jean DeWolfe.

"Do you have any further orders, Captain?"

"No," she says. "The operation will proceed according to plan. There isn't a chance of anything going wrong.

"Nevertheless, we won't relax our vigilance until the Nullifier is safely at its destination."

_early evening, the bronx_

From the front passenger seat of the Humvee, Captain DeWolfe radios a message to dispatch. "So far, so good, no sign of trouble, estimated time of arrival still unchanged. Over and out."

"Ten four," is the response.

"Captain," the driver taps her on the shoulder. "Something up ahead."

DeWolfe peers into the distance, shading her eyes from the sun. "Looks like an ordinary public utility maintenance truck. But we're not taking chances. Approach with caution."

Approximately fifty feet ahead and due west, the truck comes to a stop. One unlucky police officer leans out of the Humvee. "What's the delay—"

And with the fury of a thunderclap, the new Doctor Octopus in all her glory rises out of an open manhole.

"It's Octopus! Sound the alarm—"

The police officer is snatched with a tentacle, thrown aside like a rag doll. Reaching into the pocket of her trenchcoat, she flings several grenades, and a thick cloud of inky black smoke surrounds the area.

Quickly taking advantage, Carolyn leaps to the car containing the backup officers, and with a tentacle each, smashes all four of the door locks. And Carolyn Trainer being Carolyn Trainer, she feels the need to point out that since the police cars were equipped with bulletproof glass, the hapless officers couldn't fire at her through the windshields, and boast that by the time they managed to force their way out, she would be long gone, with the Nullifier to boot.

DeWolfe's shout could be faintly heard from inside the car. "Get me the Sector A headquarters! Top priority! We've got to seal off the area—mayday, mayday!"

Carolyn, clutching her prize with two upper tentacles, makes her way to the truck from whence she came with two lower tentacles. "Keep that motor running, Jessie!" she yells. "Everything depends on split-second timing!"

Once safely in the truck's cargo hold, her next order to Jessie is: "Now move it—to Stark Industries!"

"Shouldn't we try to flee the country, Master Planner?"

Carolyn uses every ounce of restraint she has to keep from throttling Jessie for her stupidity. "When they find me gone, they'll launch the biggest manhunt ever aired on _America's Most Wanted_. So instead of leaving the country we're going to stay here and test our prize. Victory," she reminds her servant, "goes to the unexpected. Yet another valuable lesson my Otto taught me."

_night, the bronx_

"Captain DeWolfe!" J. Jonah Jameson shouted, running up to her, grabbing her by the shoulders, to her immense chagrin. "I came here as soon as I heard the news! Speak fast, Captain, and I'll still be able to make the next edition!"

"Mr. Jameson, _kindly_ stay out of my way," DeWolfe said. "We have a job to do."

"Yeah, so do I, lady." Jameson took his cigar out of his mouth. "Listen, Spider-Woman was behind it—helping Doctor Octopus, wasn't she? Right? _Right?_ Even if you didn't see her, she _could_ have been here, couldn't she?"

The limits of DeWolfe's patience had just reached its end. "Mr. Jameson, I know about how you suspect Spider-Woman in your son's death. But that has nothing to do with this. She had nothing to do with it. All that matters is retrieving the Nullifier!"

Daily Bugle City Editor Robertson was there, as was Spider-Woman's boyfriend, Ned Leeds. "Write the story as it is, Ned," were the editor's orders. "Don't let the boss's bias throw you a curve."

"Stay on the scene, Robbie, and follow every lead!" were the publisher's orders. "For all we know, Doctor Octopus is really Spider-Woman in disguise!"

"Come off it, Chief, they've been seen together!" Robertson interjected.

"Not to mention that Spidey's a redhead and Octopus dyes her hair purple," Ned helpfully reminded him. "And Octopus is taller and thinner than Spidey."

"Okay, okay, so I forgot!" Jameson, not ordinarily a man who admits his mistakes, responded. "Where the hell is Winston when you need her?!"

"Watson," Ned said.

"_Whatever_!"

_night, stanley lieber memorial dormitory_

Elizabeth Allan is roused from a sound sleep by a call on the home phone. "Who?" she groggily asks.

She soon wakes up, however. "Jonah Jameson? For Chrissakes, Mr. Jameson, it's three in the morning!"

A pause as she holds the handset at arm's length, so as not to let Jameson's screaming bust her eardrum. "No, Watson's not here! And no, I don't know where she is! Do I look like her mother to you? Good _night_!"

And with that, the headset is slammed against the cradle.

_night, above the bronx_

Mary Jane Watson, the one true Amazing Spider-Woman, has just spent a sleepless night searching the city for her archenemy du jour. Gazing upon the wreckage of what was once a good military convoy, she knows she just got a lead.

_She did it! She's got the Nullifier! _she knows. _And they've got the Pentagon, the National Guard, the FBI, the NYPD, and probably even SHIELD-CIA on the case. _

_They've got no leads, and time is working against them, _she knows. And she knows another thing: _If what Carolyn says is true—that she really did learn from Octavius' knee, then she'd want to do the same thing he would. Instead of hiding out somewhere, she'll want to flaunt what she's got. _

And what better place for Dr. Carolyn Trainer to do that—than Spider-Woman's destination—Stark Industries?

_night, outside stark industries_

From inside a supremely ordinary-appearing maintenance truck, two young women converse on the next step in the Big Plan.

"What if Iron Man is on duty right now?" Jessie asks.

Rolling her eyes and speaking in a tone one uses when explaining to a drooling moron that _water_ is _wet_, Carolyn says, "You brainless bimbo, with this nullifier in my possession, no mechanical power on earth can thwart my plans!"

With a tentacle and a screwdriver, Carolyn busily tinkered with the machine.

"Whatcha doing?" Jessie inquired.

Carolyn rolled her eyes again, wishing that she had trained her cloned servants better. Especially on that matter of speaking only when spoken to by their master. "By simply making a few minor adjustments, I can turn this into a handheld tactical weapon," she said.

"You mean you can hold it and use it like a gun?"

"Precisely. Now open the hydralic roof lift, and for Chrissakes shut up."

Jessie obliges on both requests, and Carolyn climbs out with the Nullifier. "Okay, Jessie, this is high enough."

Jessie, lookout as well as getaway driver, points out danger. "Boss, there's a guard heading this way and another's on a cell phone."

"Splendid," Carolyn answers, turning on the nullifier as the guards' guns jam and their cell phones lose reception. "Yup. Works great."

"Boss..." Jessie says, "it's Iron Man!"

"I can _see_ that, you stupid strumpet," Carolyn answered.

Iron Man stops before Carolyn, and aims his repulsor rays. "Peacefully surrender now," he says. "You won't get another chance."

"Don't need one," Carolyn smirks, swiveling the Nullifier towards him.

_morning, outside stark industries_

Spider-Woman lowers herself down slightly on her webline, spotting a golden gleam. _Iron Man! He's on the ground—and he's all stiff and frozen! What happened—_

Then she sees _exactly_ what happened to him. Carolyn stood atop the truck, still clutching the Nullifier. "_You_ again!" she shouts up at her.

Spider-Woman dives for the arms, and with a combination of her speed and agility combined with Carolyn's comparative inexperience, she succeeds in tying two tentacles in a knot. Naturally, Carolyn isn't too pleased.

"You witless wench!" Carolyn shouted. "You just saved me the trouble of having to find you!"

"That's because I'm such a nice girl, Doc!" Spidey shouts back.

Using the knotted tentacles as a noose, Carolyn pulls Spidey towards her as she hits her with another. Spidey recognized the woman now racing out of the truck door. "Hey boss! You want me to hit her with the Nullifier?"

"No, just stay out of this!" Carolyn orders. "You'll just get in the way!"

Carolyn lands on her feet, and before Spider-Woman can do the same, she braces herself with a tentacle, and clubs her with the knotted upper tentacles. "I can finish her off by myself!"

_Shit,_ Spidey thought. _She sounds like she means it, and I'm not sure she's wrong!_

The upper tentacles loosen, untangle themselves. Spidey crouches down, readying herself to spring. But before she can, the tentacles swiftly pin her down. "You move with merely the speed of a spider," Carolyn says, "but these tentacles respond to the speed of thought itself!"

Spidey pulls a tentacle free, rolling out of the way of them. "Admit it, Lady Octopus! You're just spouting off to cover up your panic!"

Carolyn, supported by two tentacles, flips herself out of her enemy's grasp. "You arrogant tart! You actually think I'm worried about losing to _you_?!"

Spider-Woman advances upon the Lady Octopus, spinning her web, but Carolyn is much too clever. She merely deflects it with a tentacle before it can reach her face.

"The gloves are off, Doc! This is lots more than just a personal battle between us! This is a lot more than what happened to Peter Parker and Otto Octavius! You've stolen a weapon that could affect the security of the whole free world, and I'm getting it back, one way or another!"

Carolyn unleashes the mechanical tentacles' equivalent of a haymaker across the jaw. "Well, at least I'll have fun seeing you try!"

Spidey is stunned momentarily, but still manages to grasp a tentacle in each hand. Dr. Carolyn Trainer, not being one to take needless chances, starts screaming for her servant. "Jessie! Hand me the Nullifier!"

Her request quickly fulfilled, Carolyn retrieves the Nullifier with two tentacles, and aims it squarely at Spider-Woman. "I don't know exactly what effect this would have on you—but it's going to be _very_ interesting to find out, don't you think?"

Carolyn aims, and fires.

_early morning, outside stark industries_

Spider-Woman stops her attack, grabs her head. _What's happening to me?_

Carolyn, meanwhile, exults in her victory, turning the device up higher. Spider-Woman collapses, falls at her enemy's feet.

Carolyn, ever the scientist, observes the strange circumstance. "Why do you think it affected her more than anyone else, Jessie?"

"It must have something to do with her won superpower," Jessie said, shrugging.

"That's it!" Carolyn says. "The Nullifier works by way of radioactivity! And if it had this effect on her, she must have gained her powers originally by radioactivity as well!"

"Boss, be careful!" Jessie warns. "She's starting to recover!"

_early afternoon, outside stark industries_

Spider-Woman stumbles up to her feet, cradling her head. Quite disoriented, her vision is blurry and her knees feel weak. She looks up. _Oh man, I feel like I'm hungover from a frat kegger. _

Curled up on the ground, Spidey finally raises her head to see a tall, slender woman with a shock of curly hair dyed purple. Dimly, the gleam of the four metal tentacle-like arms attached to her torso registers in her mind.

"Who am I?" she asks. "Why am I sitting here?" She looks at her hands, gloved with bright red fabric puncuated by a shining black webbing pattern. She looks at her feet, covered in boots with the same design. Wiggles her toes. "And _why_ am I wearing this ridiculous costume?"

Carolyn, meanwhile, is not amused. A tentacle raises up, a three-pincered claw threateningly snapping in her face. "If you're trying to be clever—or catch me off-guard—it won't work! I'm far too intelligent for a trick such as that!"

"No!" she insists. "I'm _not_ acting!"

Jessie races forward, leaping out of the maintenance truck. Spidey can't trust her vision, but she also seems to have a weird costume on, solid red and gold. This girl must be working for the purple-haired lady, Spidey thinks, considering the deference she shows her. "What is it, boss?" Jessie asks her master anxiously. "What the hell happened?"

Finally, Spidey's vision clears enough to view Carolyn clearly. With a shaking hand, she points to her, imploring. "You—with the purple hair and the freaky mechanical arms!" She pants for breath. "You seem to know me somehow!" Tears leak out from under her mask. "Tell me—you _must_ tell me, _please_! Who am I—and _why_ can't I remember anything?"

She stands up, lurching in an unsteady walk, towards Carolyn. Jessie, meanwhile, moves protectively towards her boss. "_Careful_, boss, she's getting too close!"

Carolyn, always impatient towards her inferiors (a group which, in her never-humble opinion, included everyone on Earth with the sole exception of the great Dr. Otto Octavius) merely shoves Jessie out of the way. "Shut _up_, you fool! She's _not_ faking it!" Thinking quickly, Carolyn reaches the obvious conclusion. "My dear Jessie, it seems that our costumed friend has herself a severe case of amnesia! We must explain to her what just happened, and who she is..."

"There's no need to worry, my friend," Carolyn reassures her, placing a warm and comforting hand on her shoulder. "You were only the unfortunate victim of a small accident when the equipment we were stealing had a small interphase misalignment."

"Stealing it?" Spidey asks. "Why were we _stealing_ it?"

Carolyn pulls her close, embracing her with a human arm. "The reason why you're in that costume is: you're one of the superhuman criminals in the service of the woman called the Master Planner—

"but personally, I prefer to honor the _nom de guerre_ of my late mentor and paramour: _Doctor Octopus_!"

The purple-haired woman makes sense, thought Spider-Woman: after all, the other girl serving her also had that spider theme going with her costume. And shrugging, she responds: "Well, I can't remember any of it, but I must believe you; I've no other choice!"

_afternoon, outside stark industries_

Mary Jane easily lifts the Nullifier, loads it back into the truck which was not a public maintenance truck. Her boss, who was not her boss, urges her on. "Faster, you half-baked whore! The police and God knows who else will be after us in seconds!"

Once more safely ensconced in the cargo hold, Carolyn turns her ire on Jessie. "Get a move on! Head to my summer cottage!"

"Ten four, Master Planner," Jessie nods.

"And you, Mary Jane, don't just sit there like a lump on a log," Carolyn snaps. "Keep a damn lookout!"

Mary Jane sits on the floor, holding her head. "Yes, Master Planner, in a minute! I just want to clear my head."

_Every instinct within me despises this woman,_ Mary Jane knows. _And yet—she says she's my boss! I've got to do what she says, at least until my memory returns!_

_She's the only link to my past..._

"Master Planner, can I ask you a question?"

"Didn't you just do so?"

"How do you know my name?"

"Because I created you," Carolyn answered, "just like I created Jessica here. You are merely a clone grown in my tank and released yesterday as a replacement for the clone called Martha, and your name is simply an arbitrary decision on my part. I just picked names I liked. Soon enough, you'll meet your 'sisters', Julia and Charlotte."

"Hey boss," Jessie called from the driver's seat, "Police car approaching just ahead."

"Well, we're _not_ stopping, if that's what you're thinking."

"Well yeah," Jessie says. "You want me to open the remote door so Mary Jane can tackle them?"

Carolyn rolled her eyes, and gave an exaggerated sigh. "Why bother, when we have a shiny new Nullifier in here?"

"Okay then, I'll open the roof lift."

Carolyn climbs out once more, and with the Nullifier she stops the police cruiser cold. "For the life of me I can't understand why the Nullifier wasn't considered operational."

Mary Jane starts fanning herself. "I think I know why, boss! It's started to steam!"

Carolyn quickly peers at it, then shields her eyes as her sunglasses fog. "It's the isotopical element, it's starting to overheat!"

"Maybe that's the reason why it was brought to Stark's factory—to undergo final repairs," Jessie helpfully suggested.

"Whatever Tony Stark can do, a Doctor Octopus can do far better! With luck, I'll have it fixed soon enough!"

_late evening, upstate, summerwood_

"Hey boss! This is the place!" Jessie called.

Mary Jane peered out of the window at the upscale vacation home, which had once belonged to Dr. Seward Trainer, who according to his daughter Carolyn "invented Linux or Post-its or Krazy Glue or something like that. Whatever it was, it was more important than his only child." _Wow. Nice place. So this is the hideout of Doctor Octopus. _

_Wait a minute...why don't I think of it as our _hideout_?_

_morning, summerwood_

After a sleepless night of working, Carolyn finally had her solution. "_Eureka! _Of course, now I know what's wrong! There's still a part missing! As a safety factor, they didn't assemble the whole thing! I should have guessed it sooner!" For dramatic effect, Carolyn slaps her forehead with the palm of her hand. "All I need is a small quantity of something called Isotope 16, and the nearest place they store it is Fort Tyson, a scan few miles from here."

"Boss," Mary Jane asked, "isn't that an army post? How do you expect to get in _there_?"

Carolyn turns to her. "_I_? I don't expect to! I expect _you_ to do it for me, and do it _now_!"

_Why do I feel this strange sensation—this sudden tingling through my head?_ Mary Jane asked herself. _I think it's like a warning—but a warning of what?_

"Don't just stand there when I give you an order, Mary Jane!" Carolyn snaps. "Get the hell out and get me that isotope!"


	5. Modus Operandi

Chapter 5: Modus Operandi

_afternoon, summerwood_

"I have it," Mary Jane confirms, holding out a platinum container. "This is what you needed, right?"

Carolyn Trainer nods. "It is indeed. You've done a splendid job," she says, and pats Mary Jane on the head, as if one would pet a rather friendly Doberman who, though it looked innocent and sweet, would still rip your arm off if you pushed it over the edge.

It was not until Mary Jane reached the kitchen to fix herself dinner (a can of Campbell's Chunky Soup—Carolyn being, unlike her mentor, not overly interested in gourmet)—that she realized that something was missing…both from her mind and her pocket.

_The Master Planner tells me I'm a criminal, a henchwoman,_ Mary Jane thought. _Then why do I feel so _guilty_? Why do I feel like ripping that container out of her skinny hands and taking it back to Fort Tyson? Why do I feel so _dirty_ and _ashamed_? _

_I want to hit her. I want to smack that smug smile off her face. I want to claw her cheek and rip her purple hair out. If she is really my creator, why do I hate her so?_

_If she is my creator and I am just her cloned servant, and I've been working for her all my life, then why does the sight of those tentacles she wears make me so angry and sick?_

_If I'm so familiar with this headquarters, why would the Master Planner need to print out directions from MapQuest to make sure I got back to Summerwood from Fort Tyson?_

It was then that she noticed that the printouts from MapQuest the Master Planner had provided her—the ones leading her from Summerwood to Fort Tyson and back—were missing.

_I dropped them. I left them behind after I grabbed the isotope she wanted. _

_Stupid,_ stupid_, Mary Jane! The police could use those to track me down!_

_But…maybe subconsciously, I _wanted_ to be tracked down? "Out, damned spot! Out I say! Will not all the perfumes of Arabia wash clean this little hand?"_

Shakespeare's_ Macbeth_, she recognized the lines.

_Wait…what is a supervillain's henchwoman doing knowing about_ Shakespeare_?_

_Am I who they say I am?_

_evening, one police plaza_

Captain Jean DeWolfe sits with her detectives of the NYPD's Major Case Squad, and representatives of New York's National Guard, and the Commissioner, and the mayor. Captain DeWolfe, along with everyone else in the room, is intensely watching surveillance footage that had just arrived from Fort Tyson. Fort Tyson, considered to be impenetrable by human or superhuman enemies and spies, has just been penetrated by none other than Spider-Woman herself.

The tape records the entire theft. The officers watch as a grainy, gray-scaled image of the beautiful vigilante easily somersaults over every laser trip beam, overleaps every booby trap, tears the door off the safe—with her bare hands, natch, finding such methods of lock-picking too slow—and deftly steals the contents, a large platinum container. With a stunning display of acrobatics, she makes use of the nearest window as her exit.

The tape is stopped, and these upholders of the law ponder over their theories.

"This could be connected to the Nullifier, which is still missing," a Guardsman volunteers. "We know that that container held supplies of Isotope 16. The Nullifier arrived with certain parts missing to deter its use by unauthorized persons. The Nullifier would have needed it to be complete."

"The Second Doctor Octopus—Trainer—hasn't been seen since the Nullifier was stolen," the Commissioner says.

"I can't believe Spider-Woman would do this," mutters DeWolfe. "She's always been a help to us. She took down the Green Goblin, for Chrissakes."

"If it looks like Spider-Woman, walks like Spider-Woman, rips up solid steel doors like Spider-Woman—" began Detective Vincent Gonzales.

"Yeah, who else would it be?" asked his partner, Una O'Leary.

DeWolfe shrugs. "This could be the Black Cat again."

"Are you _high_?!" Gonzales stands up, as if to emphasize his outburst. "In a blue suit with a huge red _spider_ on it?!"

"Vin, Spider-Woman has always been on our side. You haven't been working as long as I have, but—"

"Spider-Woman is different from us," Gonzales maintains. "This is our _job_. Look at her. This is how she gets her _kicks_."

"Let's assume it _is_ Spider-Woman," O'Leary says. "Why would she suddenly be committing burglary? On a military installation?"

Gonzales is still sullen. "Not much of a leap considering she's spent her time being cop, judge, and jury. Don't you remember George?"

George, of course, was Captain George Stacy. DeWolfe frowned at the mention of her predecessor.

"We could have taken Octavius down without civilian casualties. Instead—"

"Enough!" the commissioner commands. "Let's focus on the problem at hand, shall we? Do we have any clues as to the whereabouts of Spider-Woman or the Second Doctor Octopus?"

O' Leary stepped forward, holding a sheaf of paper. "The only clue is this MapQuest printout. CSI found traces of the spider's web she uses on the paper. She dropped it and left it behind in a hurry."

"Spider-Woman's smart," Gonzales says. "I told her it could be a red herring."

"It's the only clue we've got," O'Leary maintains.

DeWolfe peers at the directions. "The map leads straight to Summerwood upstate. Run a search on it."

O'Leary obliges, racing to the computer database. "Way ahead of you, Captain. I found a deed on record—Summerwood belongs to Dr. Seward Trainer… who happens to be the father of one Dr. _Carolyn_ Trainer. Also known as the Second Doctor Octopus."

"I don't want the press to know about the printout," DeWolfe commands. "We don't need one _Mr. Jameson_ interfering with this case further than he already has."

For the commissioner, what must be done was clear. Gonzales, O' Leary, get to Summerwood. Retrieve the Nullifier—and take Spider-Woman in for questioning."

_afternoon, outside the daily bugle_

J. Jonah Jameson, outside the headquarters of the newspaper he worked so hard to buy and rebuild, holds a press conference. To his left stands his loyal secretary, Betty Brant, who thanks to the advances of science and technology was now the Scorpion—his personal mercenary.

"I would like to thank all of you for being here," Jameson begins, addressing the crowd of reporters. "As was printed in today's edition of the _Daily Bugle_—on sale now for only a dollar—, I have proof from a _very reliable source_ at One Police Plaza that the supervillain who calls herself Spider-Woman is now working with the Second Doctor Octopus."

"Mr. Jameson," shouts a reporter, "what proof do you have of the Spider/Octopus connection?"

"The Daily Bugle Online website—at dailybugleonline-dot-com, just how it sounds—has embedded surveillance footage of a woman confirmed to be Spider-Woman stealing a vital part needed for the missing Nullifier, which has been stolen by the Second Doctor Octopus. I think you can make the connection."

"Mr. Jameson," asks another reporter, "who is that standing next to you?"

"This modern heroine has requested that I not reveal her secret identity, for she has many enemies who would think nothing of using it to harm her loved ones," Jameson explains. "Suffice it to say that she calls herself the Scorpion, and she represents a new era of superhuman law enforcement. She works as a superhuman bounty hunter, but has volunteered, accepting no reward, for hunting down Spider-Woman, who agrees with me that she is a menace who perverts the cause she claims to hold."

"Mr. Jameson—"

"I know what you are thinking. But the name of justice must not be mocked! I honestly hope Scorpion's capture of Spider-Woman will bring closure and justice to all who were victimized by this so-called 'super-hero'. No more comments, please."

With that, he turns, hurrying through the doors of the Daily Bugle with Scorpion.

_afternoon, the daily grind_

Liz Allan's time of relaxation, aided by conversation with her friends, a tall cup of grandemochacchinolattewhatever with extra whipped cream, and a paperback collection of manga (_Death Note_, if you wish to be exact about these matters), was about to end.

"Liz, where is Mary Jane? Have you seen Mary Jane?"

Liz dropped the manga in surprise. "Anna Watson, is it? You really should be resting up, MJ told me you've been ill—"

"I don't care, I need to know where she is! She hasn't come home to visit me this weekend!"

"She certainly hasn't been _home_, Mrs. Watson. And she hasn't been taking my phone calls.

"She hasn't been in class these couple days either," Randy Robertson recalled. Seeing Anna's panicked expression, he added, "Then again she skips class a lot. I guess she only comes to class when she feels like it."

"Maybe she's with her new boyfriend," Liz suggested. Ah…Ben Reilly. He might know."

_late afternoon, roger sterns memorial dormitory_

Benjamin Reilly, like Macduff not of woman born, is awakened from a dreamless siesta nap by the tune of the pounding of his door.

He scrambles up out of the bed, rubs his eyes, and opens a door to find a very panicked elderly woman with graying red hair.

"You must be MJ's Aunt Anna," he says.

Anna does not confirm it but grabs the startled Ben by the shoulders. "Where is she?" she cries. "She's gone missing, _what have you done to her_?!"

"Wha—?"

"Did you kill her? At least tell me so that I can bury her—!"

"What? _No! _You've been watching too much _Law & Order_!" (This might seem a horribly insensitive thing to say, but you must, dear readers, recall that Ben is a clone, raised from birth to serve the Master Planner, and isolated from all normal human company till now.)

"Please sit down." Ben Reilly, being a clone, finds Anna's panic to be more worthy of curiosity than empathy. But Anna obliges, plopping down into a nearby beanbag chair.

"I'm sorry," she says, sniffing her tears away. Ben, utterly lacking in socialization because of the reasons outlined above, does not offer her the box of tissues on his nightstand. Anna disregards this, and reaches for it herself. "I had a nightmare. I saw my niece being killed."

Ben shrugs. He has enough intelligence to keep his own counsel. He will not tell her of his own nightmares. "They're only nightmares."

"Where do you think she could be?"

"She could be taking pictures for the _Daily Bugle_," Ben says. "Ask her ex-boyfriend, Ned Leeds. He's a reporter there."

_evening, summerwood_

Mary Jane Watson cannot sleep in her bed, which is in reality not her bed, and makes her way through the vacation home of her boss, which in reality not her boss. She is careful not to disturb Jessie, who is in reality not her sister. She finally reaches the bathroom, and spends a good twenty minutes staring at the face reflected in the mirror.

She stares at it like a photograph of a long-dead stranger. Merely interesting.

It is clearly a beautiful face, porcelain pale skin framed by long, straight, gleaming red hair. It features green eyes, high cheekbones, and pert full lips. Mary Jane turns her head this way and that, puzzled.

"It's my face," she whispers, "but I don't recognize it. Who does this face belong to?"

"Who am I?"

_evening, daily bugle headquarters_

Anna Watson pushes her way through the crowded staff room. The employees of the _Daily Bugle_, it seems, are even more harried than usual.

_evening, daily bugle headquarters_

John Jonah Jameson is yelling. Screaming. Bellowing. Shaking a piece of blue-backed paper.

Not exactly an unusual occurrence.

But it is unusual that here and now, he is screaming at the very ones he takes pride in defending against all those anarchist vigilantes in spandex. Police officers! "Search warrant? You're handing me a goddamned_search warrant?!_"

The staff of the Daily Bugle take notice of this and mutter.

"No, I _won't _tell you my source, and I _won't_ hand over the surveillance tape!"

"Mr. Jameson, that tape happens to be material evidence in a _police investigation_!" Captain DeWolfe pleads.

"No! It's the public's right to know! I have the First Amendment right not to name my source, and the right to—"

"You have been obstructing our investigations every step of the way, Mr. Jameson!" DeWolfe shouts back. "Thanks to _you_, when we finally _do_ arrest Spider-Woman, the case goes out the window! Not to mention that _Scorpion_ character you've hired—"

"I've tried and tried and _tried_ to deal with Spider-Woman _your_ way," Jameson thunders. "She still walks—web-swings—the streets! Well, I've tried it _your_ way. Now I'm trying things _her_ way! You gotta fight fire with fire, I say!"

DeWolfe is tired of reasoning with this man. The attempt was like trying to reason with a plank of plywood. She gestures to Detective O'Leary. "Arrest him."

"_What_?!" Jameson screams. "You're arresting _me_ of all people—and letting Spider-Woman get away scott-free—?! After everything I've done for the NYPD—?!"

O'Leary positions herself behind him, slaps the handcuffs on his wrists. "John Jonah Jameson, you are under arrest for obstruction of justice. You have the right to remain silent."

"And I _highly_ recommend you use it," advised DeWolfe.

O' Leary continues to enumerate Jameson's rights under _Miranda_. "Anything you _do_ say can and will be used against you in a court of law. You have the right to an attorney. If you can't afford one, the court will appoint one for you, free of charge. Do you understand these rights?"

"I'm no idiot, of course I do!" Jameson shouts as O'Leary leads him away. "Robbie! I need you to take over! Leeds! What are you waiting for, write this up! Miss Grant, call my attorney! No, not the _divorce_ attorney! And where in fucking hell is that Batson girl and her goddamned _camera_ when you need her?!"

Leeds did not bother to correct Jameson this time. He was busy with his own problems.

"Gonzales," DeWolfe commanded, "get that DVD of the surveillance footage."

Anna Watson, seated at Leeds' desk, watched the whole spectacle. "My. I never thought I'd see _that_ day. He's always been on the side of the law, you know," she added solemnly. "Not like those horrid vigilantes like Spider-Woman, taking the law into her own hands and swinging about in that perfectly _indecent_ outfit."

Again, Leeds did not bother correcting the old woman. Considering her feelings on the matter, what good could it possibly do to inform her of what _he_ knew? That her niece, her surrogate daughter, was in fact the very Spider-Woman swinging about in a perfectly indecent outfit?

"She's been missing for four days! Her friends haven't seen her in class! Her boyfriend told me that she was here, taking pictures for the newspaper!"

Leeds frowns at the reference to that Reilly freak as her _boyfriend_. For Chrissakes, _he_ was still supposed to be her boyfriend! "She isn't here, Mrs. Watson. She hasn't shown up for work in all four days."

"You mean, she's not out taking pictures of all those supervillains?" Anna starts to cry. Leeds does offer her the box of tissues.

_More like _fighting_ all those supervillains_, a part of him says. The other part, the part which believes the evidence of his own eyes—the video posted on the Daily Bugle Online's YouTube account—begs to differ.

_evening, summerwood_

"_Who am I?"_ Mary Jane Watson asks the reflection.

She hears whisper-quiet footfalls and sees the shock of curly purple hair reflected in the mirror—but not before she feels the odd tingling at the nape of her neck.

"You are my servant," the lustrous voice replies, "and I have another job for you."

But Mary Jane isn't listening. Instead, she wonders why her head is tingling. Of course, she can't remember that the tingling is in fact her spidey-sense, a signal that she has no damn business standing near, let alone _working with_, such a one as Doctor Carolyn Trainer, the Master Planner.

Then she hears the footsteps, and recognizes the face of Jessie, her twin, her replica, peering up to the Master Planner's. "Hey, MP—"

"Address me correctly and try again," Carolyn says. Being a quite serious woman by nature, she has no patience for irreverence, impertinence, or trifling nicknames.

"Yes ma'am, boss, Master Planner, ma'am," Jessie says, bowing. "I was just wondering, where are those MapQuest printouts you gave Mary Jane?"

Carolyn ponders on this, and her face darkens at the thought that the Nullifier's effects might be wearing off her enemy's memory. "Yes, Mary Jane, where _are_ those printouts?"

Mary Jane's eyes widened. She knew what the boss was thinking. "Uh…I lost them?"

Trainer snarls, and clubs Mary Jane over the head with one of the tentacles she still wears. "You _idiot_! You _stupid whore_! You didn't think that the police could have found them and used them to track us?!"

Mary Jane still did not remember that she was supposed to be a superhero, that she was supposed to be a drama major, an aspiring actress. But she _did_ remember to improvise. "Well, wait a minute, even if the police _did_ find it, they'd just think you had it planted there to make them go on a wild goose chase, right?"

Another hit with the tentacle. Mary Jane finds that her nose is bleeding. "Actually, I know what the problem is," Trainer says. "You put that there _intentionally_, _anticipating_ that the police would use it! You have a defect in your programming. You are, like Lucifer of old, rebelling against your creator and owner!" The tentacles poised to strike, whipping out and curling around Spider-Woman with a python's force, planning to strangle her.

But Mary Jane merely grabs the tentacle, wrenches it away. The force of her voice is enough to make a giant tremble, fall, obey. "_No one owns me_!"

Mary Jane flips, somersaults, gaining the advantage as she lands feet first on the Trainer's chest, forcing her to the ground, curling her hands around her slender white neck. "Every instinct I have wants to destroy you, smash you to pieces, choke the life out where you stand! I don't know who—or _what_—I am, but all I know is that you've been lying to me about it all along!"

Carolyn Trainer begins to black out, and as she does so her hold over the tentacles weaken. They uncoil from Mary Jane's torso and slither to the ground. _Damn it, I thought with her memory gone she'd be easy to control!_

"Stop it! Stop it!" Trainer cries. Being the Master Planner, she has something better in mind. "I was testing you! I was just testing your improvisational skills! I switched the directions for fakes just before I gave them to you to read! Those printouts you left behind _were_ red herrings!"

Mary Jane loosens her hands from Carolyn's neck, and even takes her enemy's hand to help her up. Carolyn even lovingly pats Mary Jane's back upon standing.

Carolyn leans into the mirror, examines the bruises. But she is not deterred. "I have another job for you," she says.

After the directions are heard, the one true Spider-Woman turns to leave, unaware of the GPS navigational chip Carolyn placed on her back, in that one spot that always itches and you just can't reach.

She is unaware that Carolyn suspects that she might be beginning to reclaim her memory.

She is also unaware that Carolyn, having easily enough accessed the dailybugleonline website, knows that the owner of said newspaper, J. Jonah Jameson, had finally decided to back up all his empty talk and dispatched one of his own superhuman mercenaries after Spider-Woman.

And back in Summerwood, Carolyn thoughtfully sips her soup, thinking with a shiver of pleasure about the trap her enemy was about to step into, and wondering if her Otto might approve.


	6. Veritas

Chapter 6: _Veritas_

_afternoon, manhattan_

The one true Spider-Woman (though she's forgotten that for now) prepares to swing away from the Hammer Industries headquarters, stolen equipment safely ensconced in a backpack made of spiderwebs.

But inexplicably, she pauses to look at a poster. The poster is headlined by the word "Missing," followed by the name of the missing woman—Mary Jane Watson—and a description: five-nine, about 140 pounds, red hair, green eyes, fair complexion, Caucasian race, student at Empire State University, last seen near the headquarters of the _Daily Bugle_ in downtown Manhattan. A phone number is given and a monetary reward is promised. But Spider-Woman scarcely reads the text before noticing the picture.

It was the face in the reflection she saw that night. The woman the face belongs to is happily posing next to a young blonde man, beer in hand. She wears a red tank top and blue jeans.

And looking at the picture is like looking in a mirror.

_Who _am_ I?_

_afternoon, residence of anna watson_

The saying happens to be true—no man is an island. Thus, the actions of our superheroine have affected those of the ones closest to her. But what of them?

Liz Allan, Mary Jane Watson's roommate prepares to pay a call, accompanied by her friends, Randy Robertson and Flash Thompson.

"Nobody's heard from MJ for nearly a week now," Randy worries. "You'd think she was a secret superhero or something."

Liz shakes her head. "If you ask me, she gets her kicks by acting like a mystery man."

Liz rings the doorbell of Anna Watson's house, hoping that she would have more of a clue about her niece's whereabouts than anyone else. Anna had gone knocking on the doors of Mary Jane's friends two days before, seeking information.

But Anna's answer is disappointing. "I haven't seen hide or hair of Mary Jane since I last asked you," she says. "Something must _really_ be wrong now."

"Of course not, Mrs. Watson. You know how ill you've been, you shouldn't tear yourself up this way." Randy says. "Hey, maybe she's just on an assignment for the _Bugle_."

Randy's efforts at comforting the old woman are futile. "But didn't you hear? Mr. Jameson got arrested just yesterday!"

Randy, of course, had heard.

"But," Anna demurred, "I have been an old worrywart ever since the papers have been saying those horrible things about that poor, sweet Dr. Trainer. And with May Parker gone to California, I'm _so_ lonely."

As if to prove the saying about "speaking of the devil" true, Ned Leeds and Ben Reilly catches up in a few seconds to join the rest of Mary Jane's friends. Ben waves a paper about in his excitement. "Hey! See the latest in the _Bugle_?"

Everyone except Randy and Ned (who already know) crowd around, trying to grab a corner of the paper, the better to read it. "_'Spider-Woman Joins Second Doctor Octopus in Crime Spree.'_ Looks like ole Fearless Flash here will have to find a new idol." Despite the commentary, Liz's voice is dry.

"I'll bet MJ really _is_ out after pictures of Spidey and Ock," Flash proposes. "Don't believe what you see in the _Daily Bugle_, Mrs. Watson. Spider-Woman's a _hero_," he nods.

Anna stumbles, finally flopping down in a chair. "Why can't my niece get some _other_ part time job instead of trying to sell pictures of criminals to the _Daily Bugle_ of all things?" She sighs, reaches for the teacup. "She always wanted to be an actress."

"But she _will_, Mrs. Watson," Randy says. "She only takes pictures to help support herself—and you—until she graduates! We _have_ to believe she's still alright!"

And Ned turns to go, quietly gesturing to Ben Reilly to follow.

_afternoon, one police plaza_

Under the circumstances, Anna Watson isn't the only worried citizen in town. An emergency meeting has just been called on a need-to-know basis between the police officers and military personnel working the Nullifier case.

Captain Jean DeWolfe pores over reams of paperwork, having just watched the security footage retrieved from the _Daily Bugle_ offices. "Now that _that_ problem's out of the way," she begins, not needing to explain what she meant by _that_ problem, "one conclusion is inescapable. We _must_ get the Nullifier back at all costs, and if Spider-Woman, for reasons unknown, is colluding with the Second Doctor Octopus, our task is doubly difficult. Stern, status report please."

Captain Stern of the Port Authority obliges. "We've got roadblocks and personnel at ever bridge, highway, and tunnel, and all airports, bus terminals, and subway and train hubs are under constant scrutiny. Octopus is _not_ going to get out of town."

"If I may add something," says a voice from the farthest end of the table."

"Go ahead, Dr. Rosen," DeWolfe nods.

Dr. Sam Rosen, supercriminal profiler for the FBI, does so. "I don't think Octopus may even be _trying_ to leave the city. She is narcissistic and utterly secure in her own ability. She'll want to do what she thinks is the unexpected—staying here and attempting to use the Nullifier. We _have_ to catch her here."

DeWolfe nods. "Octopus must have known she couldn't leave town," she says.

"Yes," Rosen says. "And she'd have planned accordingly."

Officer Vincent Gonzales asks, "Dr. Rosen. What can you tell us about Spider-Woman?"

"I hardly think Spider-Woman is the priority issue now, Officer," DeWolfe says. "Let's concentrate on the Nullifier, shall we? Stern. Has the Port Authority cordoned off Summerwood?"

"Affirmative, Captain. If a grasshopper slips through, everyone responsible will answer to me personally."

"Sergeant Thomas, do you have the choppers?"

"Yes, ma'am," replies the National Guard's representative.

"Gonzales, call the SWAT team too, we can't be too careful. Ladies and gentlemen," the captain concludes, "as my father would say, we're going to bag us an octopus."

"And a spider, hopefully," Gonzales mutters while dialing, but no one pays him heed.

_afternoon, jameson residence_

Meanwhile, J. Jonah Jameson—formerly incarcerated publisher of the _Daily Bugle_, lounges on a couch in his plush penthouse, scratching at his ankle monitor with much annoyed grumbling. As a condition of bail, he could not go to work, and his computers, Palm Pilot, and blackberry had been taken as evidence.

"Lousy no-good DeWolfe!" Jameson raged to his loyal city editor Robert Robertson and his equally loyal but inexperienced new secretary, Glory Grant. "Operation Nullifier is going to be the biggest story of the year…and not a damned _peep_ out of her!"

"Be _reasonable_, Chief!" pleads Robertson. "You know she can't give you any classified information!"

"It's the public's right to know—kindly hand me the butter, Miss Grant—"

Grant pulls out a stick of butter from the refrigerator and hands it to him, while he continues his annoyed grunting. "_Reasonable_?!" Jameson growls, swiftly unwrapping it and spreading it on the band that held the monitor to his ankle. "I'm _always_ reasonable! I just want that godforsaken story and I want it _now_! Robertson, have your Palm Pilot around?"

"Now, Chief, hunting for more information is only going to make it worse," Robertson says while Jameson wiggles the band. "That's why they took your—"

"You'd think I fell asleep and suddenly woke up in Nazi Germany for Chrissake—Miss Grant, there's some Vaseline in the bathroom, go and get it—and where's that Winston girl?! Maybe _she_ knows where Spider-Woman is!"

"Nobody's seen Miss _Watson_ for days, Mr. Jameson," Robertson says. "In fact, my son has been calling _me_ hoping _I'd_ know."

Jameson shouts in rage as Grant hands him the jar of Vaseline. "Where the fuck is that good-for-nothing, frosty-faced _fink_ when I need her?!"

"She's only a part time photographer, Mr. Jameson!" Robertson says, reaching the end of his patience. "It's not as if you pay her a _salary_!"

Grant nods, handing Jameson a butter knife. "He _is_ right, boss."

"Sure, sure!" Jameson yells, mocking Grant's voice. "'He's right, boss!'" He attempts to use the butter knife to pry the monitor off his ankle, with precious little success. "_Everybody's_ right except poor old put-upon John Jonah Jameson! At last the world can see that Spider-Woman really _is_ a crook and a murderer, and I haven't _a single goddamned picture_ to show it! If you _ungrateful_ sons of bitches are going to line up against me, then _get out_!"

Finally having reached the end of his patience, Robertson hurries out, accompanied by Grant. But Jameson shouts after them: "Miss Grant!"

"Yes, Mr. Jameson?"

"Get me some WD-40 on the way out! There has to be something to take this blasted thing off my leg!"

And while waiting for the forthcoming lubricant, he reaches for his landline phone.

_early evening, downtown manhattan_

Ned Leeds and Ben Reilly sit in the back of a cab, having resolved to put aside their differences to rescue the woman they both loved. The settling of that question would have to come later. Ned, the newspaper reporter, is deep in conversation with Ben, the science major.

"This may seem like a wild theory, so don't _panic_ or anything… but what do you think would happen if the Nullifier was aimed at someone?"

Ben hunches over his laptop, pulling up a few pdf files. "Hmm. Well, there has been some studies on the effects of the Nullifier's proximity to humans. When they tested it on rats, the rats died at a high, prolonged exposure, but at a decreased level of exposure, the rats treated with radioactivity beforehand just suffered significant memory loss…"

"That's it!" Ned shouts. "What if, and I'm just saying what if, Spider-Woman doesn't _know_ who she really is? What if that's why she ended up joining Trainer?"

Ben nods. "Did Spider-Woman get her powers by radioactivity or is she just a regular mutant?"

Ned scratches his head. Ben was hopelessly naïve; he hoped Ben couldn't tell if he was lying. "From what I've heard, Spider-Woman was just an ordinary girl who got bitten by a radioactive spider. At least that's what I've heard."

"That explains it then," Ben concludes. "Maybe Trainer aimed it at Spidey hoping to kill her, but Spidey only got amnesia because of her powers," he says. "Then…maybe Trainer talked Spidey into joining her and stealing stuff for her?"

Ned frowns. "Figures. Sounds like something she'd do." He knocks on the window separating them from the lady cab driver. "Hey!"

The cabbie reaches around and opens the window. She looks Cajun, or from the Caribbean Islands. "Hey Mouse—is it Mouse? I'm showing my cousin from California around town and he wants to see Spider-Woman."

Startled, Ben begins to protest. "But I'm from—"

Ned clamps his hand over Ben's mouth and hisses "Take a goddamn _hint_, will ya?!" Then to the cabbie: "He's from Palm Springs in sunny California! Wants to see the famous webslinger in person!"

The cabbie grabs her radio and relays Ned's request to dispatch. The dispatcher's voice can be faintly heard in the back seat. In a thick Brooklyn accent, he declares "Hey, I'm runnin' a cab, not a tourist agency!"

Ned grabs his wallet, waves several hundred dollar bills. "Tell him we're willing to pay double!"

After the cabbie passes the information on, the dispatcher yells "Why didn't you _say_ so?! I'll get every cab here on it!"

Ben stares at Ned. "How much money _was_ that?!"

Ned simply shrugs. "Hey don't worry about it, it's on my _Daily Bugle_ expense account."

_early evening, summerwood_

_And what of our web-slinging heroine_, you the reader wonder. Wonder no more, for she has gently landed upon the lawn of the Summerwood estate on a thread of gossamer spiderweb, carrying a rather large and rather full sack. Her pursuer, the Scorpion, has not been seen. Thankfully, without Jameson to leak, the hot tips involving Summerwood have been kept safely classified.

But not classified enough.

_evening, jameson residence_

Jameson knew everything the police knew. He'd been on top of the investigation from day one. Trying to finally prove to the world that Spider-Woman was a crook and quite likely the murderer of his son John.

Jameson had bribed Gonzales to give him the location of Summerwood. And Vin Gonzales was only too happy to do so. _Finally, a police officer who has some sense to him,_ Jameson had thought. _A man who knows what's at stake. A man who's for law and order, not in bed with these lawless vigilantes in tights. Not like that DeWolfe. _

_No one could accuse John Jonah Jameson of being a hypocrite_, he thought. _I did my best. I tried it their way. _

Jameson had made his way to his landline phone and called the Scorpion. With so much power on his side, that murderer didn't stand the proverbial snowball's chance in hell.

And after he'd given the Scorpion her marching orders, he smiled, and was briefly so happy he forgot he was under house arrest with a very greasy GPS ankle bracelet strapped to his leg.

_early evening, outer manhattan_

True to his promise, the dispatcher had indeed got every cabbie on the job of tracking the ever-elusive Spider-Woman. Their collective efforts had paid off; heading upstate a half-mile away from the cab was the target herself.

"I've sighted her!" cries Mouse, clearly as excited as her passengers at the sight (and in her case, the prospect of a larger-than-average tip). "She's stopping," she then observes a few minutes later. Where she had stopped, a luxurious summer cottage loomed ahead, its iron gates bearing the legend, Summerwood.

Ned and Ben hurry out of the cab. "Thanks, Mousie," Ned says, proferring her with several hundred-dollar bills, "we'll take it from here."

Mouse restarts the meter and drives away, knowing the experience would be one that she would share at many future lunch breaks at the water cooler.

_evening, summerwood, exterior_

Ned Leeds and Benjamin Reilly awkwardly climb over the iron gate, Ned helping the shorter and slighter Ben up first. Once Ben lands on the other side, Ned scrambled up, then jumped to the ground. Ben panted with the exertion.

"Ow. Owowow_ow_. I think my leg's broken."

Ned takes a cursory look at Ben as he limps around. _His_ girlfriend is in danger, and probably turned into a supervillain's _tool_. He has less than no patience for the little freak's hypochondria at this or any other time. "It's fine, Ben. Quit being such a pussy."

"You mean I'm a cat?"

Ned rolled his eyes at Ben's total ignorance of the colloquial vernacular. _What, did he grow up under a rock? _"I mean you're acting like a little _wimp_. Come on, the door's this way."

"I'm no wimp," Ben says, and as if to prove that, he limps along after Ned.

_evening, summerwood, interior_

Carolyn, using the components the amnesiac Mary Jane had so courteously stolen for her, puts the finishing touches on the Nullifier. Giving it the once over, she concludes, "Yes, it's fully operational."

"What are you going to do with it?" Mary Jane asks.

Carolyn turns towards her, arching an eyebrow. "Like it's any of _your_ business." Turning to her cloned servant, she asks her, "Jessie, what should we do with her, now that her usefulness has come to an end?"

Jessie ponders the question and concludes that her task is not to actually give her master advice, but to confirm the idea her master already has and tell her master what she wants to hear. She says to her master, _sotto voce_, "I say we dispose of her so she can't talk."

But carrying out that suggestion will have to wait, as two young men, both blonde, had just tumbled into the house from a window.

"Mary Jane!" Ned calls. "What are you doing?!"

_evening, summerwood, exterior_

A contingent of combined forces of the New York State division of the National Guard and the New York Police Department converges on the lawn of Summerwood. Captain Jean DeWolfe is first to the scene, followed by her loyal deputies Vin Gonzales and Una O'Leary.

DeWolfe is in her element; she knows what must be done for the security of her city and her country. She binds a chain around the iron gate, fastening it to a Guardsman's Humvee. She promptly pulls forward, and with a ungodly loud _creak!_ the gate is pulled clear off the hinges. She steps out of the truck, megaphone in hand. Officer Gonzales taps her on the shoulder. "Captain, the SWAT team is posted. The hostage negotiator's on his way."

"I doubt we'll need them, but one can't be too prepared on these things," she says. And DeWolfe, the consummate professional, has a disturbing knack for being right about these things.

The first to surrender is one of the Master Planner's cloned servants, the one known as Julia. She raises her hands in the universal gesture, palms open, and announces, "I give up. Hey, I'm not taking bullets for Dr. Trainer."

A police officer obliges, cuffing her hands behind her back and informing her of her rights under _Miranda_.

The clone's only words after that are: "Hey, do I get a phone call?"

Because, of course, the surrender is a sham, and taking the Master Planner's orders up to and including taking bullets for her is her foremost and only duty. But thankfully, Julia won't have to take bullets this time. All she has to do is set in motion her master's backup plan.

_evening, summerwood, interior_

Dr. Carolyn Trainer, who called herself the Master Planner, never planned this turn of events, and was much chagrined at it. She looks at Mary Jane, and points to the two blonde men who had just tumbled in through the window. "What is this?! Get rid of them before I get rid of you!"

She obliges. With a quick snap of the wrists, Benjamin Reilly and Edward Leeds are bound and gagged with layers of spiderweb. She tosses them both over her shoulder in a firemen's carry and unceremoniously dumps them in the corner. The Master Planner _hated_ messes and above all _inconveniences_.

Carolyn, meanwhile, is bent over some equipment and fiddling with it. And during her distraction, Mary Jane feels uneasy enough to leap back over to the corner and rip the spiderwebs off the mouth of Ben.

"Need some air?" she asks.

"Mary Jane…why?" he asks in turn.

She searches her memory for a reason, and cannot find one. "Because…the Master Planner wants it."

"But the Master Planner wanted you to kill us," he says. "And you didn't."

"But why?" she asks, puzzling over the unexpected moment of softness.

"Because you're Spider-Woman. You're a _hero_."

_Why does he look so familiar? Why do I think I know him somehow?_

"I am?"

_Who am I? _

"Yes! You've just forgotten it! Trainer's messed with your mind!"

She tried to think about the answers to her questions, but all she gets is a headache. She shakes her head to clear her head of the pain. "I'm trying to remember, but it hurts so much! I can't—think—"

"You have to!" Ben urges. "You _have_ to remember!"

"How?"

But Carolyn has heard the conversation, and she has made her way to the corner, looming on four metal tentacles. "What did I just _tell_ you?! Get _rid_ of them. Now. I don't like unneeded witnesses."

And with tears stinging her eyes, Mary Jane closes slender and powerful hands around Ned's neck, preparing to break it.

"Search your heart, love. If you remember anything, remember your love for Peter Parker."

Mary Jane's hands froze in sudden thought as the pain ripped through her head anew. And with the pain came calm, prosaic knowledge: Everything hinged on this decision.

Everything depended on what she did now.

Everything.


End file.
